Common use of Subordination Clause in Contracts

Subordination. This Lease is expressly made subject and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building or Project and to the lien of any mortgagefirst mortgage or trust deed, now or hereafter in force against the Building or Project, 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 or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Landlord agrees to provide Tenant, within sixty (60) days after written request by Tenant, with commercially reasonable nondisturbance agreements(s) in favor of Tenant from any ground lessors, mortgage holders or deed of trust, trust beneficiaries under any ground lease, underlying lease mortgage or like encumbrance deed of trust affecting any part of the Property Project or any interest of Landlord therein which is portion thereof leased by Tenant (whether now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as coming into existence at any time after the date of execution of this Lease but prior to future Encumbrances, if the holder expiration of the Encumbrance Lease Term) and in consideration of, and as a condition precedent to, Tenant’s agreement to be bound by the terms of this Article 18. Tenant covenants and agrees that this Lease shall survive in the termination event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof, to attorn, without any deductions or set-offs whatsoever, to the Encumbrance purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof if so requested to do so by lapse of timesuch purchaser, foreclosure or otherwise so long and to recognize such purchaser as Tenant is not in default beyond any applicable cure periods the lessor under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlordshall, within ten fifteen (1015) Business Days after written days of request therefor by Landlord and in a form reasonably requested by Landlord, execute such further instruments or assurances as Landlord or any additional documents evidencing mortgage holder or deed of trust beneficiary may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord mortgages, trust deeds, ground leases or underlying leases or other typical provisions contained in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (and Attornment Agreements. Tenant waives the "SNDA") from the holder provisions of any Encumbrance existing at the date of current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease pursuant to and the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect obligations of Tenant hereunder in the validity event of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare foreclosure proceeding or negotiate an SNDAsale.

Subordination. This Lease is expressly made shall be subject and subordinate to ------------- all present (including that certain Second Amended and Restated Ground Lease (Parcel 1), dated September 25, 1989, between Xxxxxx-Xxxxxxxx Corporation, as lessor, and Landlord, as lessee, as amended by that certain First Amendment to Second Amended and Restated Ground Lease (Parcel 1), dated October 17, 1989) and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and LAKESHORE TOWERS BUILDING III [Quality Systems, Inc.] replacements thereof, and to all advances made or hereafter to be made upon the security of trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedunderlying leases, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall survive the termination of the Encumbrance by lapse of timeagree to accept this Lease and not disturb Tenant’s occupancy, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided timely pays the Rent and observes and performs the terms, covenants and conditions of the preceding sentence are satisfied, this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall execute and deliver to Landlordshall, within ten (10) Business Days after written days of request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease with respect to any such Encumbrance mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the nondisturbance agreement obligations of the holder Tenant hereunder in the event of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to foreclosure proceeding or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAsale.

Subordination. This Subject to any Mortgagee providing the Tenant with the SNDA, this Lease is expressly made and all rights of the Tenant hereunder (including but not limited to the rights and interest arising under Sections 2.05, 2.06, 3.02, 3.03, 3.04, 3.05 8.01 and 8.02) are unconditionally subject and subordinate to ------------- any mortgage, deed and any amendments thereto (including any related financing instruments) now or hereafter encumbering the Premises. Subject to any Mortgagee providing the Tenant with the SNDA, the provisions of trustthis Section 9.02 shall be self-operative and no further instrument of subordination shall be required. To confirm such subordination, ground leasethe Tenant shall promptly furnish, underlying lease or like encumbrance affecting any part at its expense, a subordination in the form of the Property SNDA. The “SNDA” shall mean with regard to the current Mortgagee as of the Effective Date of this Lease, the form of Subordination, Non-Disturbance and Attornment Agreement as set forth in Exhibit “E” (which Tenant agrees is an SNDA satisfactory to the Tenant), and with regard to any subsequent Mortgagee, a subordination, non-disturbance and attornment agreement in a form reasonably approved by the Tenant, which approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, any interest holder of a mortgage affecting the Premises may elect from time to time (whether or not in connection with any foreclosure of such mortgage) that this Lease shall have priority over such mortgage, and effective immediately upon notification to the Tenant of such election, this Lease shall be deemed to have priority over said mortgage and shall survive any foreclosure thereof. The Landlord therein which and the Tenant agree on or before the Effective Date, and as a condition precedent to the effectiveness of this Lease, the SNDA must be executed by the Landlord and Tenant, and delivered to the Mortgagee. In the event that either (i) the Landlord has not deposited with the Escrow Agent or the Mortgagee, all funds or letters of credit required by the terms of this Lease to be funded or deposited on or prior to the Effective Date, or (ii) the Mortgagee has not timely delivered the executed SNDA to the Tenant on or prior to the Effective Date, then the Tenant shall have the right to unilaterally terminate this Lease by delivering written notice at any time after the Effective Date (regardless of whether such notice is now existing delivered on a Business Day, Saturday, Sunday or hereafter executed or recorded ("Encumbrance")Holiday) to the Landlord and the Mortgagee and such termination shall be effective immediately upon delivery by the Tenant of such notice; provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided provided written notice that the conditions of in (i) and (ii) in the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn satisfied prior to the new ownerTenant’s delivery of a termination notice, and the Tenant’s right to terminate this Lease shall continue in full automatically expire and be of no further force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAeffect.

Subordination. This At Landlord's option, this Lease is expressly made subject and shall be subordinate to ------------- any ground lease, mortgage, deed of trust, ground lease, underlying lease trust and/or any other hypothecation or like encumbrance affecting any part of the Property or any interest of Landlord therein which is security document and advances and obligations thereunder now existing or hereafter executed placed upon the Land or recorded the Building, and any renewals, modifications, consolidations, replacements, and extensions thereof ("Encumbrance"individually and collectively, “Deed of Trust”); provided, however, that such subordination shall only be effective, as provided Tenant’s right to future Encumbrances, if the holder of the Encumbrance agrees that quiet possession under this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise not be disturbed so long as Tenant is not in default beyond any applicable cure periods default, or with notice or passage of time or both would not be in default, under this Lease. Provided the terms, covenants, conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant Such subordination shall be responsible for all costs effective upon notice from Landlord to Tenant without any further act of Tenant. Upon the reasonable request of Landlord, Tenant shall, from time to time, execute and fees charged deliver any documents or instruments that may be required by Landlord or the mortgagee, beneficiary, ground lessor or lender (“Landlord’s Lender”) under any holder such Deed of Trust, to effectuate any subordination within thirty (30) days of Tenant’s receipt of Landlord’s written request, provided that any such Landlord’s Lender agrees not to disturb Tenant's right to quiet possession under this Lease so long as Tenant is not in default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and provisions of this Lease. If Tenant fails to execute and deliver any such documents or instruments, Tenant irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact, coupled with an Encumbrance interest, to prepare execute and deliver any such documents or negotiate an SNDAinstruments. If Landlord’s Lender elects to have this Lease prior to the lien of its Deed of Trust, and gives written notice to Tenant of such election, this Lease shall be deemed prior to such Deed of Trust regardless of the respective dates of execution, delivery and recordation of this Lease and any such Deed of Trust.

Subordination. This Lease is expressly made subject and lease shall be subordinate to ------------- any mortgagemortgage that may hereinafter be placed upon the premises and to any and all advances to be made thereunder and to the interest thereon and to all renewals, deed of trustreplacements and extensions thereof. Lessee shall upon written demand by Lessor, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver such instruments as may be required at any time and from time to Landlordtime to subordinate the rights and interest of Lessee under this lease to the lien of any mortgage placed upon the leased premises or upon the real property of which the leased premises are a part, within ten (10) Business Days at any time and from time to time, whether before or after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination commencement of this Lease with respect lease during the term thereof. FIRE CLAUSE If the building where the leased premises are located shall, during the term of this lease, be so damaged by fire, storm, tornado or explosion as to any substantially destroy either the leased premises or the building where the leased premises are located, then Lessor shall have the option either to terminate the lease, or to rebuild and restore the premises to good and tenantable conditions for the Lessee's occupancy. In the event Lessor elects to terminate the lease under such Encumbrance circumstance, then Lessee shall vacate the leased premises and shall be under no further obligation for the nondisturbance agreement payment of rental. In the event Lessor elects to restore and rebuild the building and premises, then the rental shall be abated proportionately for the period of time that the Lessee is deprived of possession which such rebuilding and repair is being accomplished. In the event damage shall occur to the building from such fire or other hazard during the term of this lease, and if the same does not result in the substantial destruction of either the leased premises or the building where the leased premises are located then the Lessor shall be obligated to restore the leased premises to good, serviceable, and tenantable condition, equal to the condition of the holder of any leased premises immediately prior to such Encumbrancedamage, and under such circumstances, Lessee shall be entitled to a just and proportionate reduction in the rental until the leased premises has been restored and put in such pre-existing condition. If the interest of Landlord in theUTILITIES AND MAINTENANCE Lessee shall pay all bills for light, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbranceheat, Tenant shall immediately water and automatically attorn power furnished to the new ownerleased premises. Lessee shall provide, and this Lease pay for the janitorial service for leased premises. Lessee shall continue in full force pay his telephone bills and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAother bills.

Subordination. This Lease is expressly made subject and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part The Indebtedness of the Property or Company evidenced by this Agreement and the Notes, including the principal, interest, if any, shall be subordinated and junior in right of payment to the holders of the Senior Indebtedness. In the event that any interest default occurs in the payment of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedprincipal, howeverinterest, that such subordination shall only be effectiveif any, on any Senior Indebtedness and, as to future Encumbrancesa result thereof, if the holder of the Encumbrance agrees that this Lease (i) a judicial proceeding shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease have been instituted with respect to any such Encumbrance and defaulted payment or (ii) the nondisturbance agreement holders of the holder Senior Indebtedness can accelerate the Senior Indebtedness and such default is continuing, then no payment shall be made by the Company to the Holders on account of the principal, interest, if any, on the Notes. In the event of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceeding or any liquidation or winding up of, or relating to, the Company, whether voluntary or involuntary, all Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the Obligations under this Agreement or the Notes. In the event of any such Encumbrance. If proceedings, after payment in full of all sums owing on the interest Senior Indebtedness, the Holders of Landlord the Notes shall be entitled to be paid from the remaining assets of the Company the unpaid principal, interest, if any, and all Obligations under this Agreement before any payment or other distribution, whether in thecash, Property is transferred pursuant to property or in lieu of proceedings for enforcement otherwise, shall be made on account of any Encumbrance, Tenant shall immediately and automatically attorn capital stock or any obligations of the Company ranking junior to the new ownerNotes and the Obligations under this Agreement. Subject to the payment in full of the Senior Indebtedness, the Holders of the Notes shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payment or distributions of cash, property or other securities of the Company applicable to the Senior Indebtedness until all amounts on the Notes and all Obligations hereunder have been paid in full. The provisions of this paragraph are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant holders of the Senior Indebtedness, on the terms other hand, and conditions set forth in this Lease. Landlord agrees nothing herein shall impair the obligation of the Company, which is absolute and unconditional, to use reasonable good faith efforts to obtain within 60 days after execution of this Leasepay the principal, a Subordinationinterest, Attornment and Non-Disturbance Agreement (if any, on the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDANotes.

Subordination. This Lease is expressly made subject The payment of principal of, premium, if any, and subordinate interest on the Junior Subordinated Debentures will be subordinated in right of payment to ------------- any mortgagethe prior payment in full, deed in cash or cash equivalents, of trust, ground lease, underlying lease or like encumbrance affecting any part all Senior and Subordinated Debt of the Property Company. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or any interest bankruptcy, insolvency or similar proceedings of Landlord therein which is now existing the Company, the holders of all Senior and Subordinated Debt will first be entitled to receive payment in full of all amounts due or hereafter executed or recorded ("Encumbrance"); providedto become due thereon before the holders of the Junior Subordinated Debentures will be entitled to receive any payment in respect of the principal of, however, that such subordination shall only be effective, as to future Encumbrancespremium, if any, or interest on the holder Junior Subordinated Debentures. No payments on account of principal, premium, if any, or interest in respect of the Encumbrance agrees that this Lease Junior Subordinated Debentures may be made by the Company if there shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not have occurred and be continuing a default in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease payment with respect to Senior and Subordinated Debt, whether at maturity, upon redemption, by declaration or otherwise. In addition, during the continuance of any other event of default (other than a payment default) with respect to Designated Senior and Subordinated Debt pursuant to which the maturity thereof may be accelerated, from and after the date of receipt by the Trustee of written notice from holders of such Encumbrance Designated Senior and the nondisturbance agreement Subordinated Debt or from an agent of such holders, no payments on account of principal, premium, if any, or interest in respect of the holder of any such Encumbrance. If Junior Subordinated Debentures may be made by the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as Company during a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement period (the "SNDAPayment Blockage Period") from the holder of any Encumbrance existing at commencing on the date of this Lease pursuant delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the provisions contained above; providedTrustee from the holders of such Designated Senior and Subordinated Debt or from an agent of such holders, Landlord's failure or such event of default has been cured or waived or has ceased to obtain an SNDA shall not affect exist). Only one Payment Blockage Period may be commenced with respect to the validity Junior Subordinated Debentures during any period of this Lease360 consecutive days. Tenant No event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior and Subordinated Debt initiating such Payment Blockage Period shall be responsible or be made the basis for all costs the commencement of any subsequent Payment Blockage Period by the holders of such Designated Senior and fees charged by any holder Subordinated Debt, unless such event of an Encumbrance to prepare default shall have been cured or negotiate an SNDA.waived for a period of not less than 90 consecutive days. A-1

Subordination. This Lease is Except as expressly made subject provided in Section 4 above with respect to semi-annual payments of accrued interest, the Company and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part the Holder hereby agree that the obligations of the Property Company to the Holder hereunder shall be subordinated in all respects, including in right of payment, to the Senior Debt and that the Holder shall not be entitled to receive any payment from the Company hereunder until the Senior Debt has been discharged in full. The Holder, by its acceptance of this Note, (a) irrevocably authorizes the Collateral Agent, on the Holder’s behalf, to take such action as may be requested by the Senior Lender or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that the Company to effectuate such subordination shall only as provided in this Section 7, including, without limitation, the execution and delivery of a Subordination Agreement, the terms of which will be effectivebinding on the Holder, and (b) irrevocably appoints and designates the Collateral Agent as the Holder’s attorney-in-fact for any and all such purposes and authorizes the Collateral Agent to future Encumbrancesperform obligations and take actions under the Subordination Agreement in accordance with the terms thereof. The Holder of this Note, if the holder of the Encumbrance whether upon original issue or upon assignment hereof, by such Holder’s acceptance hereof, agrees that this Lease Note shall survive be subject to the termination provisions of such Subordination Agreement. Notwithstanding the Encumbrance by lapse of timeforegoing, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided (i) at the conditions of Company’s request, the preceding sentence are satisfied, Tenant shall Holder agrees to execute and deliver to Landlordthe Company a counterpart signature page to the Subordination Agreement, within ten and (10ii) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, the Collateral Agent shall not have any additional documents evidencing the subordination of this Lease duties or responsibilities with respect to any such Encumbrance and the nondisturbance agreement subject matter of the holder of any such Encumbrance. If the interest of Landlord in theSubordination Agreement, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions except those expressly set forth in this Leasethe Subordination Agreement, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Subordination Agreement or otherwise exist against the Collateral Agent. Landlord agrees The Company covenants that without the prior written consent of the Required Holders, it will not amend the Senior Debt to use reasonable good faith efforts to obtain within 60 days after execution (1) extend the term of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from Senior Debt such that its maturity date extends beyond the holder of any Encumbrance existing at the maturity date of the Notes or (2) increase the principal amount or the interest rate of the Senior Debt. The Company acknowledges and agrees that the Third Lien Notes are subordinate to this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDANote.

Subordination. Section 20.1 This Lease is expressly made and shall be subject and subordinate subordinate, at all times, to ------------- (a) the lien of any mortgage or mortgages which may now or hereafter affect the Building, and to all advances made or hereafter to be made upon the security thereof and to the interest thereon, and to any agreements at any time made modifying, supplementing, extending or replacing any such mortgages, provided the mortgagee under any subsequent mortgage shall join in the execution of a subordination, non-disturbance and attornment agreement or similar agreement agreeing to recognize this Lease in the event of Landlord's default under such mortgage, deed of trustand (b) any ground, master or underlying lease which may now or hereafter affect the Building, including all amendments, renewals, modifications, consolidation, replacements and extensions thereof, which may be freely made by Landlord as it deems appropriate, provided the lessor under any subsequent ground lease, master lease or other underlying lease shall join in the execution of a subordination, non-disturbance and attornment agreement or like encumbrance affecting any part similar agreement agreeing to recognize this Lease in the event of Landlord's default under such lease, Tenant agrees to attorn to the Property or any successor in interest of Landlord therein following any transfer of such interest which is now existing occurs either voluntarily or hereafter executed or recorded ("Encumbrance")by operation of law and to recognize such successor as the Landlord under this Lease; provided, however, that such subordination shall only be effective, as Landlord's successor in interest agrees to future Encumbrances, if the holder recognize this Lease and not to disturb Tenant's enjoyment of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise Demised Premises so long as Tenant is not in default beyond any applicable cure periods fully performs all of its obligations under this Lease. Provided Notwithstanding the conditions of foregoing, at the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any of the aforesaid mortgage or mortgages or the lessor under the aforesaid ground, master or underlying lease, this Lease may be made prior and superior to such Encumbrancemortgage or mortgages and/or such ground, master or underlying lease. If Such attornment is to be effective and self-operative without the execution of any further instruments upon successors in interest succeeding to the interest of the Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in under this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Landlord shall have the right to transfer, mortgage, ------------- assign, pledge, and convey in whole or in part the Leased Premises, the Shopping Center, this Lease is expressly made and all rights of Landlord existing and to exist, and rents and amounts payable to it under the provisions hereof; and nothing herein contained shall limit or restrict any such right, and the rights of Tenant under this Lease shall be subject and subordinate to ------------- all instruments executed and to be executed in connection with the exercise of any such right of Landlord, including, but not limited to, the lien of any mortgage, deed of trust, ground lease, underlying lease trust or like encumbrance affecting any part of the Property or any interest of Landlord therein which is security agreement now existing or hereafter executed placed upon the Leased Premises and the Shopping Center and to all renewals, modifications, consolidations, participations, replacements and extensions thereof (provided that Landlord shall obtain from any mortgagee or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees a security interest an agreement that this Lease shall survive the termination of the Encumbrance provides that Tenant's possession will not be disturbed by lapse of time, foreclosure or otherwise so such security holder as long as Tenant is not in default beyond any applicable cure periods under of this Lease). Provided Said subordination shall not require the conditions agreement or consent of the preceding sentence are satisfiedTenant, but Tenant shall covenants and agrees, if requested, to execute and deliver within fifteen (15) days of receipt from Landlord such further instruments subordinating this Lease to Landlordthe lien of any such mortgage, within ten (10) Business Days after written request therefor deed of trust or security agreement as shall be requested by Landlord and/or any mortgage, proposed mortgagee or holder of any security agreement, and Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute and deliver any such instrument for and in a form reasonably requested by Landlord, any additional documents evidencing the subordination name of Tenant. Notwithstanding anything set out in this Lease with respect to any such Encumbrance and the nondisturbance agreement of contrary, in the event the holder of any mortgage or deed of trust elects to have this Lease superior to its mortgage or deed of trust, then, upon Tenant being notified to that effect by such Encumbrance. If the interest of Landlord in theencumbrance holder, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between be deemed prior to the transferee and Tenant on the terms and conditions set forth in lien of said mortgage or deed of trust, whether this Lease. Landlord agrees Lease is adopted prior to use reasonable good faith efforts or subsequent to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity said mortgage or deed of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAtrust.

Subordination. This Lease is expressly made subject and subordinate to ------------- Notwithstanding any mortgage, deed provision of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property this Agreement or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn other Financing Document to the new ownercontrary, (i) the security interests created and granted hereby are subject to, subordinate and inferior to the security interests created by the First Lien Partnership Interest Pledge Agreement, in accordance with, and this Lease shall continue all rights, powers and remedies granted to the OPNY Administrative Agent thereunder, are subject in full force and effect as a direct lease between the transferee and Tenant on all respects to the terms and conditions set forth in this Lease. Landlord agrees of the Intercreditor Agreement, including restrictions on the right of the OPMW Administrative Agent to use reasonable good faith efforts give notices, exercise power of attorney rights, direct or receive payments, hold, control or receive delivery of any Assignment Collateral or other possessory collateral or to obtain within 60 days after execution exercise powers or remedies and to apply proceeds of Collateral; provided, that if and to the extent the Intercreditor Agreement is amended, supplemented or modified at any time from time to time and such amendment, supplement or modification could reasonably be expected to have any adverse effect on the Pledgor's rights, duties or obligations hereunder or under any other Financing Document, such amendment, supplement or modification shall not be effective as to the Pledgor without the Pledgor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or delayed) that such amendment, modification or supplement shall be effective for purposes of this LeaseAgreement and the other Financing Documents, a Subordination(ii) the OPMW Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Pledgor shall not have any duty and obligation with respect to the perfection or priority of the security interest granted hereunder in and to any of the Collateral (and no Default or Event of Default shall result or occur) to the extent (a) such Collateral is in the possession or control of the OPNY Administrative Agent, Attornment and Non-Disturbance Agreement (b) such collateral is not transferred by the "SNDA") from OPNY Administrative Agent to the holder of any Encumbrance existing at the date of this Lease OPMW Administrative Agent as required pursuant to the provisions Intercreditor Agreement, (c) such perfection or priority requires any consent, approval or other action of the OPNY Administrative Agent, or (d) the OPNY Administrative Agent then maintains a perfected, first priority security interest in and to the Collateral and (iii) no obligations contained above; provided, Landlord's failure in this Agreement shall require the Pledgor to obtain an SNDA take or omit to take any action inconsistent with the terms and conditions of the OPNY Deposit Account Agreement and/or the Holdco Deposit Account Agreement and no Default or Event of Default shall not affect arise or result from the validity taking or omitting of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAsuch action.

Subordination. This Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other hypothecation for security 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 trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other hypothecation for security, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedunderlying leases, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees require in writing that this Lease be superior thereto. Such subordination shall survive be effective without the termination necessity of the Encumbrance execution by lapse Tenant of timeany additional document for the DOCPROPERTY "Document number" 4879-3072-0534. DOCPROPERTY "Document version" 3 DOCPROPERTY "Client" 391132. DOCPROPERTY "Matter" 00001/ SAVEDATE \@ M-d-yy U48er IniP/ DOCPROPERTY "User Init" jll/ DOCPROPERTY "Typist Init" jll -22- DOCPROPERTY "Footer Notes" THE BEACON[Palisade Bio, Inc.] purpose of evidencing or effecting such subordination. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or otherwise deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided timely pays the rent and observes and performs the terms, covenants and conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any be observed and performed by Tenant. Upon such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in theattornment, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as if it were a direct lease between the transferee successor Landlord and Tenant on Tenant, upon all of the terms terms, conditions, and conditions covenants as set forth herein; provided, however, such successor Landlord shall in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution no event be (i) bound by any payment of this LeaseRent for more than one month in advance, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA"ii) from the holder of bound by any Encumbrance existing at the date material amendment or modification of this Lease pursuant made without the consent of such lienholder or the ground lessor, (iii) liable for damages for any breach of any prior landlord, (iv) subject to any offsets, defenses or counterclaims that Tenant may have against any prior landlord, or (v) liable to Tenant for any security deposit unless it is actually delivered to such successor landlord. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, or any such purchaser or lienholder or ground lessor, execute such further commercially reasonable instruments or assurances as the requesting party 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; provided that any subordination agreement requested must include non-disturbance provisions consistent with this Article 18, and the attornment of Tenant as provided herein. Tenant waives the provisions contained above; providedof any current or future statute, Landlord's failure rule or law which may give or purport to obtain an SNDA shall not give Tenant any right or election to terminate or otherwise adversely affect this Lease and the validity obligations of this Leasethe Tenant hereunder in the event of any foreclosure proceeding or sale. Tenant shall be responsible for all costs and fees charged agrees to give any lienholder, by registered or certified mail, a copy of any holder notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of recording of an Encumbrance assignment of rents and leases, or otherwise) of the address of such lienholder. Tenant further agrees that if Landlord fails to prepare cure such default, then such lienholder shall have an additional thirty (30) days after the later of receipt of notice thereof or negotiate an SNDAthe expiration of any time period imposed on Landlord to cure, within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary to cure such default (including commencement of foreclosure proceedings).

Subordination. This Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of underlying leases, require in writing that this Lease be superior thereto (collectively, the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"Superior Holders”); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease, shall be the receipt by Tenant of a non-disturbance agreement in the Superior Holders’ standard form, provided that such subordination standard form shall only be effective(i) require such Superior Holder to accept this Lease, as and not to future Encumbrancesdisturb Tenant’s possession, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default under the terms of this Lease beyond any applicable notice and cure periods period, and (ii) not materially increase Tenant’s obligations under this Lease (a “SNDAA”). Landlord shall use commercially reasonable efforts to deliver to Tenant a SNDAA from any current Superior Holder on or before the Lease Commencement Date. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Provided the conditions of the preceding sentence are satisfied, Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall execute and deliver to Landlordshall, within ten fifteen (1015) Business Days after written days of request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as execute a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use commercially reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (and/or other reasonable instruments or assurances, reasonably acceptable to Tenant, as may reasonably be required to evidence or confirm the "SNDA") from the holder of any Encumbrance existing at the date subordination or superiority of this Lease pursuant to any such mortgages, trust deeds, ground leases or underlying leases. Except as otherwise expressly set forth in any Non-Disturbance Agreement entered into by Tenant and any current or future lender, ground lessor or other lienholder, Tenant waives the provisions contained above; providedof any current or future statute, Landlord's failure rule or law which may give or purport to obtain an SNDA shall not give Tenant any right or election to terminate or otherwise adversely affect this Lease and the validity obligations of this Lease. the Tenant shall be responsible for all costs and fees charged by hereunder in the event of any holder of an Encumbrance to prepare foreclosure proceeding or negotiate an SNDAsale.

Subordination. This Lease Tenant agrees that this lease and the interest of Tenant therein shall be, and the same hereby is expressly made subject and subordinate subordinated at all times to ------------- all covenants, restrictions, assessments and other encumbrances now or hereafter affecting the fee title of the building containing the premises and to all ground and underlying leases and to any mortgagemortgages in any amounts, and all advances made and to be made thereon, which may now or at any time throughout the term of this lease be placed against or affect any or all of the land and/or all of the buildings and improvements, including the leased premises, and to all renewals, modifications, consolidations, participation, replacements and extensions thereof. The term “mortgages” as used herein shall be deemed to include trust indentures and deed of trust, . The aforesaid provisions shall be self-operative and no further instrument of subordination shall be necessary unless required by any such ground lease, or underlying lease lessor or like encumbrance affecting any part of the Property mortgagees. Should Landlord or any interest ground or underlying lessors or mortgagees desire confirmation of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedsuch subordination, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlordthen Tenant, within ten (10) Business Days after days following Landlord’s written request therefor by therefore, agrees to execute and deliver, without charge, any and all documents (in form acceptable to Landlord and in a form reasonably requested by such ground or underlying lessors or mortgagees) subordinating this lease and the Tenant’s rights hereunder. However, should any such ground or underlying lessors or any mortgagees request that this lease be made superior, rather than subordinate, to any ground or underlying lease and/or mortgage, then Tenant, within ten (10) days following Landlord’s written request therefor, agrees to execute and deliver, without charge, any additional and all documents evidencing the subordination of this Lease with respect (in form acceptable to any Landlord and such Encumbrance and the nondisturbance agreement of the holder of any underground lessors or mortgagees) effectuating such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDApriority.

Subordination. This Tenant accepts this Lease is expressly made subject and subordinate to ------------- any mortgage, mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now trust presently existing or hereafter executed arising on the Demised Premises or recorded ("Encumbrance"); providedupon the Building, howeverand to any renewals, that such subordination shall only be effectiverefinancing, as to future Encumbrances, if the holder of the Encumbrance agrees extensions and replacements thereof. Landlord and Tenant agree that this Lease shall survive the termination be subordinate to any future mortgage or deed of trust; provided that Tenant receives an executed Non-Disturbance Agreement from such lender which sets forth that Tenant's possession of the Encumbrance by lapse of time, foreclosure or otherwise Demised Premises shall not be disturbed so long as Tenant is not in default beyond hereunder, and that if any applicable cure periods under this Lease. Provided purchaser by a foreclosure sale or by deed in lieu of foreclosure becomes the conditions owner of the preceding sentence are satisfiedDemised Premises or the Building, Tenant will attorn to and recognize such entity as Landlord hereunder. In confirmation of this subordination, Tenant shall execute and promptly deliver any certificate that lessor or any mortgagee may reasonably require. Tenant agrees to give any mortgagee and/or trust deed holder, by certified mail, a copy of any notice of default served upon the Landlord, within ten provided that prior to such notice Tenant has been notified in writing (10by way of notice of assignment of rents and leases or otherwise) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder address of such mortgagee and/or trust deed holder. Tenant further agrees that if Landlord shall have failed to cure any such Encumbrance. If default hereunder within the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings time provided for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees , then the mortgagee and/or trust deed holder shall have an additional thirty (30) days within which to use reasonable good faith efforts 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) day period, any mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to obtain within 60 days after execution cure such default (including but not limited to commencement of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant foreclosure proceedings if necessary to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAeffectuate such cure).

Subordination. (a) This Lease is expressly made and all rights of Tenant hereunder are subject and subordinate to ------------- any mortgage, first deed of trust, first mortgage or other first instrument of security (a "Mortgage"), and at Landlord's option, this Lease and all rights of Tenant hereunder are subject and subordinate to any junior deed of trust, junior mortgage or other junior instrument of security, as well as to any ground lease, underlying lease or like encumbrance affecting primary lease (an "Underlying Lease") that now or thereafter covers all or any part of the Property Shopping Center, the land, or any interest of Landlord therein which therein, and to any and all advances made on the security thereof and to any and all increase, renewals, modifications, consolidations, replacements and extensions of such Mortgage or Underlying Lease. This provision is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that self-operative and no further instrument shall be required to effect such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall, however, within 10 days after receipt of a written request from Landlord, execute, acknowledge and deliver to Landlord or to the holder ("Holder") of any Mortgage, or lessor ("Lessor") in any Underlying Lease, all instruments and certificates that in the judgment of Landlord, Holder or Lessor may be necessary or desirable to confirm or evidence such subordination. Not in limitation of the generality of the foregoing, Tenant agrees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to such conditions as such Holder may deem appropriate in its sole discretion. Tenant further covenants and agrees upon demand by Holder or Lessor at any time, before or after the institution of any proceedings for foreclosure or sale pursuant to any Mortgage, or termination of any Underlying Lease, to attorn to the purchaser upon such foreclosure or sale or to Lessor upon such termination, and to recognize such purchaser or Lessor preceding sentence shall survive any such foreclosure, sale or termination. Tenant, upon demand, before or after any such foreclosure, sale or termination, shall execute, acknowledge and deliver to Holder or Lessor any and all instruments that in the judgment of Holder or Lessor may be necessary or desirable to confirm or evidence such attornment and Tenant hereby irrevocably authorizes Holder or Lessor to execute, acknowledge and deliver any such instruments on Tenant's behalf. It is understood and agreed that Tenant's obligation to furnsh to Landlord any instrument described in this Article 21 promptly as requested is a material inducement for Landlord's execution of this Lease. No cure or grace period provided in this Lease shall apply to Tenant's obligations to timely deliver such instruments. Tenant acknowledges that it may be difficult, if not impossible, for Landlord to finance or sell the Shopping Center without such instruments from Tenant. Tenant's failure to deliver said instruments in the time and manner provided herein shall constitute an event of default. In addition to any other remedies set forth herein, Landlord shall be responsible for entitled all costs and fees charged by any holder of an Encumbrance remedies available at law with respect to prepare or negotiate an SNDAsuch breach.

Subordination. (a) This Lease is expressly made subject Lease, and any Option or right of first refusal granted hereby, at Xxxxxx's option, shall be subordinate to ------------- any ground lease, mortgage, deed of trust, ground leaseor any other hypothecation or security now or hereafter placed upon the Office Building Project and to any and all advances made on the security thereof and to all renewals, underlying lease or like encumbrance affecting any part modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Xxxxxx's right to quiet possession of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination Premises shall only not be effective, as to future Encumbrances, disturbed if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant Lessee is not in default beyond any applicable cure periods under and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. Provided If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the conditions lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the preceding sentence are satisfieddate of said mortgage, Tenant shall deed of trust or ground lease or the date of recording thereof. (b) Xxxxxx agrees to execute and deliver any documents required to Landlordeffectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Xxxxxx's failure to execute such documents within ten (10) Business Days days after written request therefor demand shall constitute a material default by Landlord Lessee hereunder without further notice to Lessor or, at Lessors option, Lessor shall execute such documents on behalf of Xxxxxx as Xxxxxx's attorney in-fact. Xxxxxx does hereby make, constitute and irrevocably appoint Xxxxxx as Xxxxxx's attorney-in-fact and in a form reasonably requested by LandlordXxxxxx's name, any additional place and stead, to execute such documents evidencing the subordination of in accordance with this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbranceparagraph 30(b). If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA31.

Subordination. This Lease is expressly made subject (a) Each Holder and subordinate to ------------- any mortgage, deed each of trust, ground lease, underlying lease or like encumbrance affecting any part its respective successors and assigns by their acceptance hereof covenants and agrees that (i) the payment of the Property principal of and interest on this Note and all other amounts and liabilities payable by the Company under this Note (other than in connection with the Conversion) shall be subordinate and junior to and subject in right of payment to the prior payment in full of all the principal of and interest on each outstanding loan, including all interest paid-in-kind, all fees, including any early prepayment fees, all indemnification payments, all expense reimbursement payments and all other payments owing to the Senior Agent, the Senior Lenders and the other Secured Parties (as defined in the Credit Agreement) under the Loan Documents (as defined in the Credit Agreement) (all such obligations, the “Senior Obligations”); and no such amount or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")liability shall be paid until all Senior Obligations have been paid in full in cash; provided, however, that so long as no event of default under the Credit Agreement exists or will exist resulting from such subordination payment, the Company shall only be effectivepermitted to make Interest Payments of PIK Interest hereunder, as and (ii) the rights and remedies of the Holders hereunder (other than the right to future Encumbrancesreceive shares of Common Stock of the Company in the event of a Conversion) are in all cases fully subordinated to the rights and remedies of the Senior Agent, the Senior Lenders and the other Secured Parties pursuant to the Loan Documents. The Holders shall not exercise any rights or remedies under or on account of this Note (including but not limited to any action to demand or sue for collection of amounts payable hereunder or thereunder or, if otherwise available, to accelerate the holder principal of this Note or to commence or to join with any other person or entity in commencing any reorganization or other Insolvency Proceeding of or against the Encumbrance agrees that this Lease shall survive Company or its assets), until the payment in full in cash of all Senior Obligations and the termination of the Encumbrance Credit Agreement has occurred. Notwithstanding any provisions of this Note or the Purchase Agreement to the contrary, the Company’s failure to pay any interest or principal due under this Note shall not constitute an Event of Default or breach hereunder if such payment would result in an event of default or breach on the part of the Company or any of its affiliates under the Credit Agreement. In such an event, payment shall be deferred until the first business day that it may occur without any such event of default or breach resulting therefrom, and interest shall accrue on any such deferred amounts in accordance herewith. This Note is and shall remain unsecured. In the event any Holder shall obtain a security interest or lien securing the obligations of this Note in contravention to the foregoing or otherwise, each Holder (without further action of any person) hereby subordinates any and all of its present and future rights in respect of or related to the Collateral (as defined in the Credit Agreement), whether now existing or hereafter acquired, along with any lien or security interest in which such Holder now or hereafter obtains in respect of any asset of the Company (including, without limitation, the Collateral), to any lien or security interest that the Senior Agent, any Senior Lender or any other Secured Party now have or hereafter obtain in respect of any asset of the Company (including, without limitation, the Collateral). If, before the payment in full in cash of all Senior Obligations and the termination of the Credit Agreement has occurred, (x) any Holder receives any payment or distribution made or received on account of any of the obligations under this Note or (y) without limiting the foregoing, any of the Collateral or any proceeds thereof or any distributions in respect thereof shall be received by lapse or for the benefit of timeany Holder, foreclosure in any case, at a time when such payment, distribution or receipt is prohibited under this Section 5 or otherwise so long in violation of the Loan Documents, then, in each case, the Holder shall hold such payment, distribution, collateral or proceeds in escrow for the benefit of the Senior Agent (for the benefit of Senior Lenders and the other Secured Parties) and shall immediately deliver the same (with an appropriate endorsement) to the Senior Agent to apply to, or hold as Tenant is not security for, the Senior Obligations. Upon any such payment by any such Holder to the Senior Agent (for the benefit of Senior Lenders and the other Secured Parties) in default beyond any applicable cure periods accordance with the preceding sentence, such amount, together with all accrued and unpaid interest thereon, shall be deemed outstanding under this Lease. Provided the conditions of the preceding sentence are satisfiedNote as if no such payment, Tenant shall execute and deliver to Landlorddistribution, within ten (10) Business Days after written request therefor collateral or proceeds had ever been received by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAHolder.

Subordination. This Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded underlying leases (collectively, "EncumbranceLenders"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees require in writing that this Lease shall survive be superior thereto. Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s) (the termination "Nondisturbance Agreement") in favor of Tenant from any Lenders who come into existence following the date hereof but prior to the expiration of the Encumbrance Lease Term shall be in consideration of, and a condition precedent to, Tenant's agreement to be bound by lapse the terms and conditions of timethis Article 18. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever (except for any rights to rent abatement and rights to offset rent expressly set forth in this Lease), to the Lender upon any such foreclosure sale or otherwise deed in lieu thereof, if so requested to do so by such Lender, and to recognize such Lender as the lessor under this Lease, provided such Lender shall agree to accept this Lease (including, without limitation, Landlord’s obligations to fund the Tenant Improvement Allowance in accordance with the Tenant Work Letter) and not disturb Tenant's occupancy, so long as Tenant is not in default beyond any applicable cure periods under this LeaseLease beyond applicable notice and cure periods. Provided the conditions of the preceding sentence are satisfied, Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall execute and deliver to Landlordshall, within ten (10) Business Days after written business days of request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease with respect to any such Encumbrance mortgages, trust deeds, ground leases or underlying leases. Subject to Tenant's receipt of the Nondisturbance Agreement described herein, Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the nondisturbance agreement obligations of the holder Tenant hereunder in the event of any such Encumbranceforeclosure proceeding or sale. If Concurrently with the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this LeaseLease by Tenant and Landlord, a SubordinationLandlord shall provide to Tenant the Nondisturbance Agreement in Exhibit H attached hereto executed and notarized by the existing mortgagee for the Building and Landlord. 788288.01/WLA 375755-00007/8-9-18//ejw -31- CXXXXXX HIGHLINE 1000 Xxxxxxx Xxxxxx [Building 2] Roku, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.Inc.

Subordination. This Lease is expressly made subject and subordinate to ------------- all present and future ground or underlying leases of the Real Property, the CC&R’s and the lien of any mortgages or trust deeds, now or hereafter in force against the Real Property and the P:00816539-5:12107.019 -22- Building, 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 or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Landlord’s delivery to Tenant of commercially reasonable non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders or lien holders of Landlord who later come into existence at any time prior to the expiration of the Lease Term shall be in consideration of, and a condition precedent to, Tenant’s obligations under this Article 18. Tenant shall, within ten (10) business days of request by Landlord, execute such further instruments or 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 including, without limitation, a Subordination, Nondisturbance and Attornment Agreement in such form substantially similar to Exhibit H attached hereto, or as may otherwise be reasonably required by Landlord’s mortgagee. Subject to Tenant’s receipt of the non-disturbance agreement(s) described above, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, 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 trust, such ground or underlying lease, underlying lease as the case may be, if so requested to do so by such purchaser or like encumbrance affecting any part of lessor, and to recognize such purchaser or lessor as the Property lessor under this Lease. If requested, Tenant shall execute and deliver a commercially reasonable instrument or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")instruments confirming its attornment as provided for herein; provided, however, that no such beneficiary or successor-in-interest shall be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the express written consent of such beneficiary where such consent is required under applicable loan documents. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to timely do so, provided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments of subordination shall only be effectiveor superiority. Tenant waives the provisions of any current or future statute, as rule or law which may give or purport to future Encumbrances, if give Tenant any right or election to terminate or otherwise adversely affect this Lease and the holder obligations of the Encumbrance agrees that this Lease shall survive Tenant hereunder in the termination event of the Encumbrance any foreclosure proceeding or sale. Within ten (10) business days following a request in writing by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedLandlord, Tenant shall execute and deliver to LandlordLandlord a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit H attached hereto and made a part hereof. Tenant’s failure to execute such documents within ten (10) Business Days business days after written request therefor demand shall constitute, at Landlord’s option, a default by Tenant under this Lease. Additionally, Tenant hereby recognizes that its failure to return such documents in the time period specified above is likely to cause Landlord to incur costs, expenses and damages, the exact amount of which will be extremely difficult to ascertain, and thus, in addition to its other rights and remedies under this Lease, Landlord may, if Tenant fails to deliver such documents within the time period specified above, a late fee of $500 per day to cover such costs and expenses, which the parties agree is a reasonable estimate thereof, and Tenant agrees to indemnify Landlord for any and all losses and damages Landlord may incur due to such failure. Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement (“SNDA”) from the current lender of the Building in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect acceptable to any such Encumbrance Landlord and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this LeaseTenant. Tenant shall be responsible for all costs review, processing and any other fees charged by any holder of an Encumbrance to prepare or negotiate an Landlord’s lender in connection with the SNDA.

Subordination. This Landlord and Tenant agree that this Lease shall be and the same hereby is expressly made subject and subordinate at all times to ------------- all covenants, restrictions, easements and encumbrances affecting the fee title of the Premises, and to any mortgage in any amounts and all advances thereon which are placed against or affect any of the Premises, prior to the execution of this Lease, and to all renewal, modifications, consolidation, participations, replacements and extensions thereof; provided, however, Landlord shall not encumber the Premises without Tenant’s prior written consent with any mortgage other than that certain mortgage granted to PHR OP Lender Sub, LLC in connection with the TPG Loan (as defined in the Purchase Agreement). The term “mortgages” as used herein shall be deemed to include mortgage deeds, deeds of trust and other usual forms of security instruments. The aforesaid provisions shall be self-operative and no further instrument of subordination shall be necessary unless required by any such mortgagees. Should Landlord or any mortgagees desire confirmation of such subordination, then Tenant, within ten (10) days following Landlord’s written request therefor, agrees to execute and deliver, without charge, any and all documents (in form and substance acceptable to Landlord and such mortgagees) subordinating this Lease and Tenant’s rights hereunder pursuant to the terms of this Lease. However, should any such mortgagees request that this Lease be made superior, rather than subordinate, to any such mortgage, then Tenant, within ten (10) days following Landlord’s written request therefor, agrees to execute and deliver, without charge, any and all documents (in form and substance acceptable to Landlord and such mortgagees) effectuating such priority. Notwithstanding any language to the contrary contained in this Lease, Landlord covenants and agrees, upon Tenant’s written request, to use reasonable efforts to obtain from any mortgagee, beneficiary or trustee, lessor or other secured party under any existing mortgage, deed of trust, ground leaseor other security instrument, underlying lease or like encumbrance affecting arrangement presently placed upon the Premises, an agreement, in recordable form, which provides that in the event of any part foreclosure, sale under power of sale, or transfer in lieu of any of the Property foregoing, or the exercise of any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect remedy pursuant to any such Encumbrance agreement, security instrument, or arrangement (a) the Tenant’s use, possession and the nondisturbance agreement enjoyment of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant Premises shall immediately and automatically attorn to the new owner, not be disturbed and this Lease shall continue in full force and effect so long as a direct lease between Tenant is not in default beyond the transferee applicable cure periods hereunder, and Tenant on (b) that such successor to the terms and conditions set forth in this Lease. Landlord’s interest will assume the obligations of Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of under this Lease pursuant accruing subsequent to the provisions contained above; providedany such foreclosure, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare sale or negotiate an SNDAtransfer.

Subordination. This Lease is expressly made shall be subject and subordinate subordinated at all times to ------------- the terms of any mortgageand all ground or underlying leases which now exist or may hereafter be executed affecting the Leased Premises, deed Building, or the Project and to the liens of trustany and all mortgages or deeds of trust in any amount or amounts whatsoever, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is whether now existing or hereafter created, encumbering all or any combination of the Leased Premises, the Building or the Project, without the necessity of having further instruments executed by the Tenant to effect such subordination. In furtherance thereof, Tenant acknowledges that Landlord shall not have the authority without first obtaining the written consent of any mortgagee, to consent to the cancellation or recorded ("Encumbrance"); providedsurrender of this lease, howeveror accept prepayment of rents, that such subordination shall only be effectiveissues or profits under the lease, other than as provided for in this Lease, nor to modify this Lease so as to future Encumbrancesshorten the term, if decrease the holder rent, accelerate the payment of rent, or change the terms of any renewal option, and any such purported assignment, cancellation, surrender, prepayment or modification made without the written consent of the Encumbrance mortgagee shall be void as against the mortgagee. Tenant agrees that this Lease shall survive to execute, at Landlord’s request, the termination of the Encumbrance by lapse of timeSubordination, foreclosure or otherwise so long Non-Disturbance and Attornment Agreement attached hereto as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall Exhibit D and covenants and agrees to execute and deliver upon demand such further instruments, evidencing such subordination of this Lease to Landlord, within ten (10) Business Days after written request therefor by Landlord such ground or underlying leases and in a form to the lien of any and all such mortgages or deeds of trust as may be reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately fail to execute and automatically attorn deliver such instruments within fifteen (15) days of Landlord’s request, Landlord is hereby granted power of attorney to execute such instruments in the new ownername of Tenant as the act and deed of Tenant, and this Lease shall continue in full force authorization is hereby declared to be coupled with an interest and effect as a direct lease between is irrevocable during the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity term of this Lease. Tenant shall be responsible In the event of termination, for all costs and fees charged by any reason whatsoever, of any underlying lease, or if the Leased Premises, Building or Project is sold to a purchaser, or any mortgage holder or holder of an Encumbrance deed of trust succeeds to prepare ownership of the Leased Premises, Building or negotiate an SNDAProject by reason of a foreclosure, deed in lieu therefore or otherwise, then Tenant shall, at such successor’s request, be and become the tenant of such underlying landlord, purchaser, mortgagee or holder of deed of trust and shall attorn to same under this Lease.

Subordination. This Pursuant to the terms and provisions of that certain Subordination, Non-Disturbance and Attornment Agreement dated as of January 6, 2015 executed by and among Landlord, Tenant and Bank of the Ozarks (and any subsequent Subordination, Non-Disturbance and Attornment Agreement entered into with a new lender), this Lease is and shall be expressly made subject and subordinate at all times to ------------- the lien of any mortgage or trust deed hereafter encumbering fee title to the Building, unless mortgage or mortgagee, expressly provides or elects that the Lease shall be superior to such mortgage. If any such mortgage or trust deed is foreclosed, deed upon request of trustthe mortgagee, ground holder or lessor, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale or to the lessor under such lease, underlying lease or like encumbrance affecting any part of as the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedcase may be, however, provided that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance mortgage agrees in writing that this Lease shall survive the termination so long no Event of Default exists, Tenant’s possession of the Encumbrance Premises and its interest under the Lease will not be disturbed by lapse reason of timea foreclosure of the mortgage or a conveyance in lieu of foreclosure, and Tenant will not be named as a party in any foreclosure proceeding except as required by the rules of the applicable court. Tenant agrees upon request by any such mortgagee, holder or otherwise purchaser at foreclosure, to execute and deliver such subordination and/or attornment instruments as may be reasonably required by such person to confirm such subordination and/or attornment, or any other documents required to evidence superiority of the mortgage, should mortgage elect such superiority. If Tenant fails to execute and deliver any such instrument or document within ten (10) days after request, Tenant shall be deemed to have irrevocably appointed Landlord and Landlord’s beneficiaries as Tenant’s attorneys-in-fact to execute and deliver such instrument or document in Tenant’s name. Notwithstanding anything to the contrary contained hereinabove, Tenant shall not be required to subordinate or to execute any subordination document, unless the party seeking such subordination executes a document that includes a non-disturbance agreement stating that, so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions , Tenant’s right to possession of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA Premises shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAdisturbed.

Subordination. This To the fullest extent permitted by law, this Lease, the rights of Tenant under this Lease is expressly made and Tenant’s leasehold interest shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Lot, or any other portion of the Project, and (ii) the lien of any mortgage or deed of trust which may now or hereafter exist for which the Building, the Lot, ground leases or underlying leases, any other portion of the Project or Landlord’s interest or estate in any of said Items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to ------------- require this Lease be superior to any mortgagesuch ground leases or underlying lease or any such liens, mortgage or deed of trust, . If any ground lease, lease or underlying lease terminates for any reason or like encumbrance affecting any part mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall attorn to and become the Tenant of the Property successor in interest to Landlord, provided such successor in interest will not disturb Tenant’s use, occupancy or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder quiet enjoyment of the Encumbrance agrees that Premises nor Tenant’s rights under this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as if Tenant is not in material default of the terms and provisions of this Lease beyond any applicable notice and cure periods under this Leaseperiods. Provided the conditions The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any ad or omission of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month’s Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months’ Rent; or (d) liable to Tenant for any Security Deposit not actually received by such Encumbrance and successor in interest to the nondisturbance agreement extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.Security Deposit

Subordination. This Subject to Tenant's receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building, 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 trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedunderlying leases, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees require in writing that this Lease shall survive be superior thereto. Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s) (the termination "Nondisturbance Agreement ") in favor of Tenant from any ground lessors, mortgage holders or lien holders of Landlord who come into existence following the date hereof but prior to the expiration of the Encumbrance Lease Term shall be in consideration of and a condition precedent to, Tenant's agreement to be bound by lapse the provisions of timethis Article 14. Such commercially reasonable non-disturbance agreement(s) shall include the obligation of any such successor ground lessor, mortgage holder or lien holder to recognize Tenant's rights specifically set forth in this Lease and Landlord's obligations to comply with the provisions of this Lease. Subject to Tenant's receipt of the non-disturbance agreement(s) described above, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or otherwise deed in lieu thereof (or if any ground lease is terminated), to attorn to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant is not in default beyond any applicable cure periods under of its obligations pursuant to this Lease. Provided the conditions of the preceding sentence are satisfied, Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall execute and deliver to Landlordshall, within ten (10) Business Days after written business days of request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease with respect to any such Encumbrance mortgages, trust deeds, ground leases or underlying leases in accordance with the provisions of this Article 14. Subject to Tenant's receipt of the Nondisturbance Agreement described herein, Tenant waives the provisions of any current or future laws which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the nondisturbance agreement obligations of the holder Tenant hereunder in the event of any such Encumbranceforeclosure proceeding or sale. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.26

Subordination. This Tenant accepts this Lease is expressly made subject and subordinate to ------------- the Master Lease and to all renewals, modifications, and/or extensions thereof, and to any mortgagemortgage(s), deed deed(s) of trusttrust or other lien(s) encumbering the Premises, ground lease, underlying lease the Buildings or like encumbrance affecting any part the Project after the date of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”). Provided The party having the conditions benefit of a Mortgage shall be referred to as a “Mortgagee”. Within 5 business days following the preceding sentence are satisfiedrequest of Landlord, Tenant shall execute a commercially reasonable subordination and deliver attornment agreement in favor of the Mortgagee, provided such agreement provides a non-disturbance covenant benefiting Tenant. Alternatively, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord, within ten (10) Business Days after written request therefor by Landlord and ’s interest in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and in the nondisturbance agreement event of the holder a foreclosure of any such Encumbrancemortgage. If the interest of Landlord in the, Property is transferred pursuant to Tenant agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of proceedings foreclosure shall not be responsible for enforcement any act or omission of a prior landlord, shall not be subject to any Encumbrance, offsets or defenses Tenant shall immediately and automatically attorn to the new ownermay have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s Mortgagees and their successors-in-interest are intended third party beneficiaries of this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this LeaseSection 13.1. Landlord agrees warrants to use reasonable good faith efforts to obtain within 60 days after Tenant that there are no Mortgages encumbering the Buildings as of the execution of this Lease, except for the Master Lease. Prior to the Commencement Date of this Lease, Landlord shall obtain Master Lessor’s execution and delivery of a Subordination, Attornment and Non-Disturbance and Attornment Agreement (in the "SNDA") from the holder form of any Encumbrance existing at the date of this Lease pursuant Exhibit I attached to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease is expressly made Lease, and all of Tenant's rights and interest in the leasehold estate hereunder, shall be subject and subordinate to ------------- any mortgagemortgages or deeds of trust that now encumber, deed of trustor may hereafter be placed upon, ground leasethe Premises, underlying lease or like encumbrance affecting any part and to the rights of the Property mortgagees or beneficiaries thereunder, any and all advances made or to be made thereunder, the interest of Landlord therein which is now existing thereon, and all modifications, renewals, replacements and extensions thereof so long as such mortgagee or hereafter beneficiary has first executed a non-disturbance agreement in form and content reasonably acceptable to Tenant. If any such mortgagee or recorded ("Encumbrance"); providedbeneficiary so elects in writing, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that then this Lease shall survive be superior to the termination lien of the Encumbrance mortgage or deed of trust held by lapse of timesuch mortgagee or beneficiary, foreclosure whether this Lease is dated or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Leaserecorded before or after such mortgage or trust deed. Provided the conditions of the preceding sentence are satisfiedUpon request, Tenant shall promptly execute and deliver to Landlord, or any such mortgagee or beneficiary, any documents or instruments required by any of them to evidence subordination of this Lease hereunder or to make this Lease prior to the lien of any mortgage or deed of trust as herein specified. If Tenant fails or refuses to do so within ten (10) Business Days days after written request therefor by Landlord and or such mortgagee or beneficiary, such failure or refusal shall constitute an Event of Default by Tenant, but shall in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not no way affect the validity or enforceability of this Leasethe subordination to or by the mortgage or deed of trust held by such mortgagee or beneficiary. Tenant shall be responsible for As used herein, the terms "mortgage" and "deed of trust" include any sale and leaseback transaction in which Landlord sells and simultaneously leases back all costs and fees charged by or any holder portion of an Encumbrance to prepare or negotiate an SNDAits interest in the Shopping Center.

Subordination. This Lease is expressly made subject and subordinate to ------------- all ground or underlying 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 mortgage, such lease or the holder or holders of any such mortgage or deed of trusttrust 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 leaseor underlying leases, underlying lease mortgages or like encumbrance affecting any part deeds of trust which may hereafter be executed covering the Property Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such subordination shall only be effective, as to future Encumbrances, if the holder lender or other party will not disturb Tenant's right of the Encumbrance agrees that possession under this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as if Tenant is not then or thereafter in default beyond breach of any applicable cure periods under covenant or provision of this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlordagrees, within ten (10) Business Days days after Landlord's written request therefor therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing or necessary or proper to assure the subordination of this Lease with respect to any such Encumbrance mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, 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 nondisturbance agreement lessor under this Lease; Tenant shall within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. In the event of the holder a foreclosure of any such Encumbrancemortgage or deed of trust or any other action or proceeding for the enforcement thereof, or for any sale thereunder, this Lease will not be terminated or extinguished, nor will the rights of possession of Tenant hereunder be disturbed, if Tenant is not then in default under this Lease beyond any notice and cure periods. If the interest of Landlord in the, Property is transferred pursuant Tenant agrees to or in lieu of proceedings for enforcement provide copies of any Encumbrance, 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 immediately and automatically attorn provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the new ownerprovisions of any current or future statute, and rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease shall continue and the obligations of the Tenant hereunder in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder event of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare foreclosure proceeding or negotiate an SNDAsale.

Subordination. This Lease is expressly made subject and subordinate to ------------- all ground or underlying 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 mortgage, such lease or the holder or holders of any such mortgage or deed of trusttrust 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 leaseor underlying leases, underlying lease mortgages or like encumbrance affecting any part deeds of trust which may hereafter be executed covering the Property Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such subordination shall only be effective, as to future Encumbrances, if the holder lender or other party will not disturb Tenant's right of the Encumbrance agrees that possession under this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as if Tenant is not then or thereafter in default beyond 20 breach of any applicable cure periods under covenant or provision of this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlordagrees, within ten (10) Business Days days after Landlord's written request therefor therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing or necessary or proper to assure the subordination of this Lease with respect to any such Encumbrance and mortgages, deed of trust, or leasehold estates. Tenant agrees that in the nondisturbance agreement of event any proceedings are brought for the holder foreclosure of any such Encumbrance. If the interest mortgage or deed of Landlord in the, Property is transferred pursuant to trust or any deed in lieu of proceedings for enforcement of any Encumbrancethereof, Tenant shall immediately and automatically to attorn to the new ownerpurchaser 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, and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease shall continue in full force and effect as a direct lease between the transferee to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant on shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder provisions of any Encumbrance existing at the date of current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease pursuant to and the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect obligations of the validity Tenant hereunder in the event of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare foreclosure proceeding or negotiate an SNDAsale.

Subordination. This Lease is expressly made subject and subordinate to ------------- Notwithstanding any mortgage, deed provision of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property this Agreement or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn other Financing Document to the new ownercontrary, (i) the security interests created hereby and granted hereby are subject to, subordinate and inferior to the security interests created by the First Lien Stock Pledge Agreement, in accordance with, and this Lease shall continue all rights, powers and remedies granted to the OPMW Administrative Agent thereunder, are subject in full force and effect as a direct lease between the transferee and Tenant on all respects to the terms and conditions set forth in this Lease. Landlord agrees of the Intercreditor Agreement, including restrictions on the right of the OPNY Administrative Agent to use reasonable good faith efforts give notices, exercise power of attorney rights, direct or receive payments, hold, control or receive delivery of any Assignment Collateral or other possessory collateral or to obtain within 60 days after execution exercise powers or remedies and to apply proceeds of Collateral; provided, that if and to the extent the Intercreditor Agreement is amended, supplemented or modified at any time from time to time and such amendment, supplement or modification could reasonably be expected to have any adverse effect on the Pledgor's rights, duties or obligations hereunder or under any other Financing Document, such amendment, supplement or modification shall not be effective as to the Pledgor without the Pledgor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or delayed) that such amendment, modification or supplement shall be effective for purposes of this LeaseAgreement and the other Financing Documents, a Subordinationand (ii) the OPNY Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Pledgor shall not have any duty and obligation with respect to the perfection or priority of the security interest granted hereunder in and to any of the Collateral (and no Default or Event of Default shall result or occur) to the extent (a) such Collateral is in the possession of the OPMW Administrative Agent, Attornment and Non-Disturbance Agreement (b) such Collateral is not transferred by the "SNDA") from OPMW Administrative Agent to the holder of any Encumbrance existing at the date of this Lease OPNY Administrative Agent as required pursuant to the provisions Intercreditor Agreement, (c) such perfection or priority requires any consent, approval or other action of the OPMW Administrative Agent, or (d) the OPMW Administrative Agent then maintains a perfected, first priority security interest in and to Collateral and (iii) no obligations contained above; provided, Landlord's failure in this Agreement shall require the Pledgor to obtain an SNDA take or omit to take any action inconsistent with the terms and conditions of the Holdco Deposit Account Agreement and no Default or Event of Default shall not affect arise or result from the validity taking or omitting of this Leasesuch action. Tenant shall be responsible for all costs and fees charged by any holder [Remainder of an Encumbrance to prepare or negotiate an SNDApage intentionally left blank.]

Subordination. This Lease is expressly made Until the Termination Date, Creditor hereby subordinates in favor of Lender all Obligations of Borrowers to Creditor and all claims and demands arising therefrom to all of the Senior Obligations and agrees that Lender shall first be paid all of the Senior Obligations, with intexxxx xs accrues thereon and any costs and expenses of collection thereof, in accordance with the terms thereof and the requirement that Lender make Advances to the Borrowers under the Loan Agreement shall be terminated before Creditor shall be paid any sums due on Obligations of Borrowers to Creditor. Creditors further agrees that, subject to the limitation on Senior Obligations provided for in Section 1.3, Lender may, at any time and subordinate from time to ------------- any mortgagetime, deed renew, extend, modify, amend, substitute or alter the time of trustpayment or maturity of, ground leaseor waive the right to enforce the Senior Obligations, underlying lease or like encumbrance affecting any part thereof, or release or compromise the terms thereof, and that Lender may make new loans, advances and extensions of credit to or for the benefit of the Property Borrowers, which will be deemed to be included in the Senior Obligations or the Senior Obligations may be refinanced by the Lender, or otherwise, so long as such refinancing does not increase the annual amortization of the principal of the Senior Obligations which constitute term loans, all without in any interest way impairing the subordination and standstill provisions set forth herein which shall remain in full force and effect without any further act of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")Creditor. Lender shall notify Creditor in writing within 14 days of each of the events referred to in the preceding sentence; provided, however, that such subordination the failure to do so shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not impair in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing manner the subordination of this Lease with respect the Obligations of Borrowers to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn Creditor to the new ownerSenior Obligations, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAArticle 3.

Subordination. Tenant acknowledges and agrees that Landlord is the owner of the Building, that all of the rights and undertakings of Tenant under this Lease are subject to the interest of, and inure to the benefit of Landlord, and that Landlord may assign its interest in this Lease or any part hereof or right hereunder; and if such assignment occurs, Xxxxxx agrees that it shall be bound under this Lease to such assignee upon receipt of written notice thereof from Landlord. Upon Xxxxxx’s receipt of such notice Landlord shall then and thereafter be relieved of all liability under this Lease, and Xxxxxx agrees to look solely to Xxxxxxxx’s assignee for the performance of Landlord’s duties and obligations under this Lease. This Lease is expressly made subject to all mortgages and subordinate deeds to ------------- secure debt which may now or hereafter encumber the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self‐operative and no further instrument or subordination need be required by the holder of any mortgagesuch security instrument. In confirmation of such subordination, deed however, Tenant shall at Landlord’s request execute promptly any appropriate certificate or instrument which Landlord may request. Tenant hereby constitutes and appoints Landlord the Tenant’s attorney‐in‐fact to execute any such certificate or instrument for and on behalf of trust, ground lease, underlying lease or like encumbrance affecting any part Tenant. In the event of the Property enforcement of any of the remedies provided for by law or by such mortgage or deed to secure debt, Tenant will, upon request of any person or party succeeding to the interest of Landlord therein which is now existing as a result of such enforcement, automatically become the Tenant of such successor in interest without interruption or hereafter executed change in the terms or recorded ("Encumbrance")other provisions of this Lease; provided, however, that such subordination successor in interest shall only not be effective, as to future Encumbrances, if bound by (i) any payment of rent or additional rent for more than one month in advance except prepayments in the holder nature of security for the Encumbrance agrees that performance by Tenant of its obligations under this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond (ii) any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination amendment or modification of this Lease with respect to any such Encumbrance and made without the nondisturbance agreement written consent of the holder of any such Encumbrancesecurity instrument after notice thereof is given to Tenant. If Upon request by such successor in interest, Xxxxxx shall execute and deliver an instrument or instruments confirming the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAattornment herein provided for.

Subordination. This Lease is expressly made and Tenant’s interest and rights hereunder are and shall be subject and subordinate at all times to ------------- the lien of any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed created on or recorded ("Encumbrance"); providedagainst the Project or the Premises, howeverand all amendments, that such subordination shall only be effectiverestatements, as to future Encumbrancesrenewals, if modifications, consolidations, refinancing, assignments and extensions thereof, without the holder necessity of any further instrument or act on the Encumbrance agrees that this Lease shall survive part of Tenant. Tenant agrees, at the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement election of the holder of any such Encumbrancemortgage, to attorn to any such holder. If Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such holder. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “holder” of a mortgage shall be deemed to include the beneficiary under a deed of trust. Notwithstanding anything contained herein to the contrary, Tenant shall not be obligated to subordinate the Lease or its interest therein to any mortgage, deed of Landlord trust or ground lease on the Project unless concurrently with such subordination the holder of such mortgage or deed of trust or the ground lessor under such ground lease agrees not to disturb Tenant’s possession of the Premises under the terms of the Lease in thethe event such holder or ground lessor acquires title to the Premises through foreclosure, Property is transferred pursuant to or deed in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Leaseforeclosure or otherwise. Tenant shall be solely responsible for all costs and any fees or expenses charged by any the holder of an Encumbrance to prepare such mortgage or negotiate an SNDA.deed of trust in connection with the granting of such non-disturbance agreement

Subordination. This Lease is expressly made subject to and Tenant agrees to comply with all matters of record affecting the Real Property. This Lease is also subject and subordinate to ------------- all ground or underlying leases, mortgages and deeds of trust which affect the Real Property, as well as all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any mortgage, such lease or the holder or holders of any such mortgage or deed of trusttrust 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 leaseor underlying leases, underlying lease mortgages or like encumbrance affecting any part deeds of trust which may hereafter be executed covering the Property Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such subordination shall only be effective, as to future Encumbrances, if the holder lender or other party will not disturb Tenant's right of the Encumbrance agrees that possession under this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as if Tenant is not then or thereafter in default beyond breach of any applicable cure periods under covenant or provision of this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlordagrees, within ten (10) Business Days days after Landlord's written request therefor therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing or necessary or proper to assure the subordination of this Lease with respect to any such Encumbrance and mortgages, deed of trust, or leasehold estates (hereinafter, an "SNDA"). If Tenant fails to timely deliver an executed SNDA to Landlord pursuant to the nondisturbance agreement terms of this Section 17, then it would be impracticable or extremely difficult to fix Landlord's actual damages; consequently, without limiting any other rights or remedies of Landlord, Landlord shall have the holder right to charge Tenant an amount equal to Five Hundred Dollars ($500.00) per day for each day thereafter until Tenant delivers to Landlord an SNDA pursuant to the terms hereof. Tenant agrees that in the event any proceedings are brought for the foreclosure of any such Encumbrance. If the interest mortgage or deed of Landlord in the, Property is transferred pursuant to trust or any deed in lieu of proceedings for enforcement of any Encumbrancethereof, Tenant shall immediately and automatically to attorn to the new ownerpurchaser 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, and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease shall continue in full force and effect as a direct lease between the transferee to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant on shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder provisions of any Encumbrance existing at the date of current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease pursuant to and the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect obligations of the validity Tenant hereunder in the event of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare foreclosure proceeding or negotiate an SNDAsale.

Subordination. This Lease is expressly made subject and subordinate to ------------- all ground or underlying 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 mortgage, such lease or the holder or holders of any such mortgage or deed of trusttrust 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 leaseor underlying leases, underlying lease mortgages or like encumbrance affecting any part deeds of trust which may hereafter be executed covering the Property Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such subordination shall only be effective, as to future Encumbrances, if the holder lender or other party will not disturb Tenant’s right of the Encumbrance agrees that possession under this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as if Tenant is not then or thereafter in default beyond breach of any applicable cure periods under covenant or provision of this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlordagrees, within ten (10) Business Days days after Landlord’s written request therefor therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing or necessary or proper to assure the subordination of this Lease with respect to any such Encumbrance mortgages, deed of trust, or leasehold estates (hereinafter, an “SNDA”). If Tenant fails to deliver an executed SNDA to Landlord within ten (10) days after Landlord’s request therefor and pursuant to the nondisturbance agreement terms of this Article 17, Landlord shall deliver to Tenant a second request (a “Second SNDA Request”) which shall request that Tenant execute and deliver to Landlord such SNDA within five (5) business days from the holder date thereof. Tenant hereby agrees that if Tenant fails to deliver an executed SNDA to Landlord within such five (5) business day period, then it would be impracticable or extremely difficult to fix Landlord’s actual damages; consequently, without limiting any other rights or remedies of Landlord, commencing on the sixth (6th) business day after Landlord delivers the Second SNDA Request to Tenant, Landlord shall have the right to charge Tenant an amount equal to Five Hundred Dollars ($500.00) per day for each day thereafter until Tenant delivers to Landlord an SNDA pursuant to the terms hereof. Tenant agrees that in the event any proceedings are brought for the foreclosure of any such Encumbrance. If the interest mortgage or deed of Landlord in the, Property is transferred pursuant to trust or any deed in lieu of proceedings for enforcement of any Encumbrancethereof, Tenant shall immediately and automatically to attorn to the new ownerpurchaser 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, and within five (5) days after request, execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease shall continue in full force and effect as a direct lease between the transferee to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant on shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder provisions of any Encumbrance existing at the date of current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease pursuant to and the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect obligations of the validity Tenant hereunder in the event of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare foreclosure proceeding or negotiate an SNDAsale.

Subordination. (a) This Lease is expressly made subject and Lease, at Lessor's option, shall be subordinate to ------------- any ground lease, mortgage, deed of trust, ground leaseor any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part and to any and all advances made on the security thereof and to all renewals, underlying lease or like encumbrance affecting any part modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Lessee's right to quiet possession of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination Premises shall only not be effective, as to future Encumbrances, disturbed if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant Lessee is not in default beyond any applicable cure periods under this Lease. Provided and so long as Lessee shall pay the conditions rent and observe and perform all of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution provisions of this Lease, a Subordinationunless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, Attornment trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and Non-Disturbance Agreement (the "SNDA") from the holder shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of any Encumbrance existing at trust or ground lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to execute any documents required to effectuate an attornment, a subordination or to make this Lease pursuant prior to the provisions contained above; providedlien of any mortgage, Landlorddeed of trust or ground lease, as the case may be. Lessee's failure to obtain an SNDA execute such documents within 10 days after written demand shall not affect the validity constitute a material default by Lessee hereunder, or, at Lessor's option, Lessor shall execute such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to execute such documents in accordance with this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAparagraph 33(b).

Subordination. A. This Lease is expressly made and all of Tenant's rights hereunder are subject and subordinate to ------------- (i) any ground or underlying (including operation) leases that now exist or may hereafter be placed on the Shopping Center or any part thereof, and (ii) any mortgages or deeds of trust that now exist or may hereafter be placed upon the Shopping Center or the interest under any ground or underlying leases and to any and all advances made thereunder and the interest thereon and to all renewals, replacements, amendments, modifications, consolidations and extensions of any of the foregoing. Tenant covenants and agrees that if any mortgagee of Landlord's interest in any underlying lease or any fee mortgagee succeeds to Landlord's interest under this Lease by foreclosure or otherwise, Tenant will, if requested, attorn to such mortgagee and will recognize such mortgagee as Tenant's landlord under this Lease. At the option of the landlord or any successor landlord thereunder, Tenant agrees that neither the cancellation nor termination of any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate, nor any foreclosure of a mortgage either affecting the fee title of the Premises or the ground or underlying lease, nor the institution of any suit, action, summary or other proceeding by the landlord or any successor landlord thereof, or any foreclosure proceeding brought by the holders of any such mortgage to recover possession of the leased property, shall by operation of law or otherwise result in the cancellation or termination of this Lease or the obligations of Tenant hereunder, and Tenant covenants and agrees to attorn to the landlord or to any successor to Landlord's interest in the Premises. Tenant shall execute and deliver in recordable form, whatever instruments may be required to acknowledge or further effectuate the provisions of this Subsection, and in the event Tenant fails to do so within twenty (20) days after demand in writing, such failure shall be deemed a material default hereunder. Any mortgagee or trustee under any such mortgage or deed of trust or the lessor under any such ground or underlying lease may elect that this Lease shall have priority over its mortgage, deed of trust or lease and upon notification of such election by such mortgagee, trustee or lessor to Tenant, this Lease shall be deemed to have priority over said mortgage, deed of trust or ground or underlying lease whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or lease. If the holder of any mortgage, deed of trust, ground trust or security agreement shall forward to Tenant written notice of the existence of such lien or lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedthen Tenant shall, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant such lien or lease continues, give to such lienholder or lessor the same notice and opportunity to correct any default as is not in default beyond any applicable cure periods required to be given to Landlord under this Lease. Provided the conditions Lease but such notice of the preceding sentence are satisfied, Tenant shall execute and deliver default may be given to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to lienholder or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAlessor concurrently.

Subordination. This To the fullest extent permitted by law, this Lease, the rights of Tenant under this Lease is expressly made and Tenant’s leasehold interest shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting any Building or any other portion of the Project, and (ii) the lien of any mortgage or deed of trust which may now or hereafter exist for which any Building, ground leases or underlying leases, any other portion of the Project or Landlord’s interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to ------------- require this Lease be superior to any mortgagesuch ground leases or underlying leases or any such liens, mortgage or deed of trust. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, whether with respect to a present or a future ground lease, underlying lease, mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part Tenant shall attorn to and become the Tenant of the Property successor in interest to Landlord, provided such successor in interest will not disturb Tenant’s use, occupancy or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder quiet enjoyment of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Premises if Tenant is not in default of the terms and provisions of this Lease beyond any notice and applicable cure periods under period set forth herein. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor, except as specifically set forth in this Lease; (c) bound by prepayment of more than one (1) month’s Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months’ Rent; or (d) liable to Tenant for the Letter of Credit if not actually received by such successor in interest to the extent the Letter of Credit and/or any proceeds therefrom has not already been forfeited by, or refunded to, Tenant. Provided the conditions Landlord shall be liable to Tenant for all or any portion of the preceding sentence are satisfiedLetter of Credit and/or any proceeds therefrom not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Letter of Credit and/or any proceeds therefrom to the successor in interest. Tenant shall covenants and agrees to execute (and deliver to acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) Business Days business days after receipt of a written demand or request therefor by Landlord and in a the form reasonably (which shall be commercially reasonable) requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such Encumbrance and ground leases or underlying leases or the nondisturbance lien of any such mortgage or deed of trust. Tenant’s agreement to subordinate this Lease to any existing or future ground or underlying lease or any existing or future deed of trust or mortgage pursuant to the foregoing provisions of this Section 15 is conditioned upon Landlord delivering to Tenant from the holder of any such Encumbrance. If mortgage or deed of trust,(i) a commercially reasonable non-disturbance agreement (reasonably satisfactory to the interest parties thereto) agreeing, among other things, that Tenant’s right to possession of Landlord in the, Property is transferred the Premises pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to shall not be disturbed provided Tenant is not in default under this Lease beyond the applicable notice and cure periods hereunder, and (ii) otherwise complying with the provisions contained above; provided, Landlord's failure to obtain of Section 2.1(d) above (an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an “SNDA”).

Subordination. This The rights and interests of Tenant under this Lease is expressly made and in and to the Premises shall be subject and subordinate to ------------- all easements and recorded restrictions, covenants, and agreements pertaining to the Project, or any mortgagepart thereof, deed and to all deeds of trust, ground leasemortgages, underlying lease and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof (the “Security Documents”) heretofore or like encumbrance affecting hereafter executed by Landlord covering the Premises, the Building or any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedProject, however, that such subordination shall only be effective, to the same extent as to future Encumbrances, if the holder Security Documents had been executed, delivered and recorded prior to the execution of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided After Tenant’s receipt of a notice from Landlord that it has entered into one or more Security Documents, then, during the conditions term of such Security Documents, Tenant shall deliver to the holder or holders of all Security Documents a copy of all notices to Landlord and shall grant to such holder or holders the right to cure all defaults, if any, of Landlord hereunder within the same time period provided in this Lease for curing such defaults by Landlord and, except with the prior written consent of the preceding sentence are satisfiedholder or holders of the Security Documents, shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease and shall attorn to any holder of any Security Documents or its successor in interest by foreclosure or otherwise. The provisions of this subsection shall be self-operative and shall not require further agreement by Tenant; however, at the request of Landlord, Tenant shall execute such further documents as may be required by the holder of any Security Documents. At any time and deliver from time to Landlord, within time upon not less than ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested days' prior notice by Landlord, any additional documents evidencing Tenant shall execute, acknowledge and deliver to the subordination Landlord a written estoppel certificate certifying: (i) the Rentable Area of the Premises, (ii) the Commencement Date and Expiration Date of this Lease with respect to any such Encumbrance Lease, (iii) the Base Rent, Base Rent Adjustment and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in theexpense stop, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and (iv) that this Lease shall continue is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as a direct lease between modified and stating the transferee modifications, (v) whether or not the Landlord is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition of this Lease and, if so, specifying each such default, (vi) that Tenant has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exist against any rentals, (viii) that Tenant on the terms and conditions set forth has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease. ; and (ix) such other matters as Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Leasemay reasonably request, a Subordinationit being intended that any such statement may be relied upon by any prospective purchaser, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder mortgagee or assignee of any Encumbrance existing at mortgage of the date Building or the Project or of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAinterest therein.

Subordination. (a) This Lease is expressly made subject and shall be automatically subordinate to ------------- any mortgageand bound by each underlying lease, deed of trusttrust and mortgage (including all advances made thereunder at any time), ground leaseand all amendments thereto and renewals, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded extensions, modifications, consolidations, replacements and transfers thereof ("Encumbrance"); providedwhether by sale, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of timeassignment, foreclosure or otherwise so long as otherwise), now or hereafter affecting any portion of the Land, the Building or the Premises (in each case, a "Superior Instrument"). Tenant is may not in default beyond any applicable cure periods under terminate this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue remain in full force and effect as upon any sale or assignment or foreclosure upon, any portion of the Property pursuant to any Superior Instrument, or upon the termination of any Superior Instrument. Notwithstanding any other provision hereof, no holder of a direct lease between the transferee and Superior Instrument shall be liable for any act, omission or default of Landlord, subject to any offsets, claims or defenses which Tenant on the terms and conditions set forth may have against Landlord, bound by any rent that Tenant paid to Landlord more than one (1) month in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution advance, or bound by any amendment, waiver or termination of this Lease, unless consented to by such holder in writing. If by virtue of Landlord's default Tenant may obtain an abatement of rent remedy such default or terminate this Lease, Tenant shall not exercise such right(s) unless Tenant first notifies each holder of a SubordinationSuperior Instrument (which notice may be given simultaneously with any notice Tenant gives to Landlord), Attornment which has furnished Tenant with its address, and Non-Disturbance Agreement (such holder fails to initiate promptly and use reasonable efforts to cure such Landlord's default. If in connection with any financing of any portion of the "SNDA") from Property or improvements thereto the holder of any Encumbrance existing at a Superior Instrument requires modifications to this Lease, Tenant shall not unreasonably withhold, delay or condition Tenant's consent to such modifications, so long as such modifications do not increase the date rents payable by Tenant hereunder, reduce or extend the Term, reduce or increase the area of the Premises, or materially adversely affect Tenant's rights and obligations hereunder. The holder of a Superior Instrument may subordinate such Instrument to this Lease pursuant at any time and Tenant hereby consents to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Leasesuch subordination. Upon request Tenant shall be responsible for all costs execute, acknowledge and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAdeliver in recordable form such instruments effecting such subordination.

Subordination. This Lease The indebtedness evidenced by this Note is hereby expressly made subject subordinated in right of payment to all obligations at any time owing by the Debtor to any (i) bank, financial or lending institution or other non-affiliated entity primarily in the business of extending credit or other financial accommodations in connection with borrowed money for working capital or capital improvements or for capitalized leases ("Permitted Obligations"); and subordinate (ii) reimbursement or subrogation obligations to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting entity which has guaranteed any part such obligation of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded Debtor (collectively, "EncumbranceSenior Indebtedness"). Debtor may not make any payment upon or in respect of this Note (including upon redemption) if (i) a default in the payment of, premium, if any, interest, rent or other obligations in respect of Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default") or (ii) any other default occurs and is continuing with respect to Senior Indebtedness that permits holders of such Senior Indebtedness as to which the default relates to accelerate its maturity and Parent receives a notice of such default (a "Payment Blockage Notice") from Purchaser (a "Non-Payment Default"). Payments on the Note may and shall be resumed (a) in case of a Payment Default, upon the date on which such default is cured or waived or ceases to exist and (b) in the case of a Non-Payment Default, the earlier of the date on which such nonpayment default is cured or waived or ceases to exist or 270 days after the date on which the applicable Payment Blockage Notice is received. Until such times as set forth in (a) and (b) above, Holder shall not ask, demand or xxx for any amounts owing hereunder, accept any payment or transfer of property in settlement thereof, or take any action inconsistent with the rights of the holders of the Senior Indebtedness, including the initiation of any insolvency proceeding against Debtor; provided, however, that such subordination the foregoing shall only be effectivenot apply after the payment in full of Senior Indebtedness. Notwithstanding the foregoing, as nothing in this Section 4 shall affect Holder's right to future Encumbrances, if the holder of the Encumbrance agrees that accelerate this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred Note pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDASection 7.

Subordination. This Lease Sublease is expressly made in all respects subject and ------------- subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the terms and conditions of the preceding sentence are satisfiedMaster Lease and to the matters to which the Master Lease is subordinate. This Sublease shall also be subject to and Subtenant accepts the Sublease also subject to any amendments, Tenant modifications or supplements to the Master Lease hereafter made, provided that Sublandlord shall execute not enter into any amendment, modification or supplement that would prevent or materially adversely affect the use by Subtenant of the Premises in accordance with the terms hereof, increase the obligations of Subtenant or decrease its rights hereunder, shorten or lengthen the term hereof or increase the rent required to be paid by Subtenant hereunder. Sublandlord shall provide written notice to Subtenant of any permitted amendment, modification or supplement to the Master Lease. Except as otherwise expressly provided in this Sublease, Subtenant assumes and deliver shall keep, observe and perform every term, provision, covenant and condition on Sublandlord's part to Landlordbe kept, within ten observed and performed pursuant to the Master Lease, insofar as such pertain to the Premises, for the Term. Subtenant hereby agrees that it will conduct itself and its operations, and cause its agents, contractors, servants, employees, partners, invitees and any subtenants and licensees (10collectively, "Agents") Business Days after written request therefor by Landlord to ------ conduct themselves and their operations, so as not to cause Sublandlord to be in default under the Master Lease. Sublandlord has delivered a form reasonably requested by Landlordtrue and correct copy of the Master Lease (subject to the redaction of certain financial information). Subtenant hereby acknowledges receipt of a copy of the Master Lease and that it is familiar with all of the terms and conditions thereof. As an inducement to Subtenant to enter into this Sublease, any additional documents evidencing the subordination of this Lease Sublandlord represents and warrants with respect to any such Encumbrance and the nondisturbance agreement of Premises that, to Sublandlord's actual knowledge, (i) the holder of any such Encumbrance. If the interest of Landlord in the, Property Master Lease is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as effect, and Sublandlord has received no written notice from Landlord that there exists under the Master Lease any default or event of default, or that any event has occurred which, with the giving of notice or passage of time or both, could constitute such a direct lease between default or event of default; and (ii) there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublandlord which could, in the transferee aggregate, adversely affect the Premises or Sublandlord's ability to perform its obligations under this Sublease, and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder Sublandlord is not aware of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; providedfacts which might result in any such actions, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare suits or negotiate an SNDAproceedings.

Subordination. This Lease is expressly made subject and subordinate to ------------- any mortgageBefore the execution of this Lease, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded shall provide Tenant with a written agreement (a "EncumbranceNon-Disturbance Agreement"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if ) with the holder of any mortgage or similar instrument encumbering the Encumbrance agrees that Land or the Building and any lessor of any ground lease affecting the Land or the Building to the effect that, in the event of a foreclosure or other enforcement of rights under such mortgage, ground lease or other instrument, such holder or lessor shall recognize Tenant's rights under this Lease shall survive the termination and not disturb Tenant's occupancy of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods Premises under this Lease. Provided Tenant receives a Non-Disturbance Agreement from each such holder or lessor, this Lease shall be subject and subordinate to any mortgages or ground leases that may now or hereafter be placed upon the conditions Building and/or the Land and to any and all advances to be made under such mortgages or ground leases and to the interest thereon, and all renewals, extensions and consolidations thereof; provided that any mortgagee or ground lessor may elect to have this Lease a prior lien to its mortgage or ground lease and in the event of the preceding sentence are satisfiedsuch election and upon notification by such mortgagee or ground lessor to Tenant to that effect, this Lease shall be deemed prior in lien to said mortgage or ground lease. This Section shall be self- operative, but in confirmation thereof, Tenant shall execute and deliver whatever instruments may be required to Landlordacknowledge such subordination or priority in recordable form. Landlord represents and warrants that there are no mortgages or, within ten to the best of its knowledge, other monetary liens presently encumbering the Land or the Building. In addition, upon Tenant's written request, Landlord will use its best efforts (10without the payment of money) Business Days after written request therefor by Landlord to obtain the ground lessor's consent to the installation of a ground conduit for cabling between 00 Xxxxxxx xxxx and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance 00 Xxxxxxxx Xxxxxx. Such installation shall be at Tenant's cost and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of restore any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged area disturbed by any holder of an Encumbrance to prepare or negotiate an SNDAsuch installation.

Subordination. This 25.1 Subject to Section 25.2, below, this Lease is expressly made and shall at all times be and remain subject and subordinate to ------------- the lien of any mortgage, deed of trust, ground lease, lease or underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed in force against the Premises, and to all advances made or recorded ("Encumbrance"); provided, however, that such hereafter to be made upon the security thereof. Although the foregoing subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedself-effectuating, Tenant shall execute and deliver return to LandlordLandlord any documentation requested by Landlord consistent with Section 25.2, below, in order to confirm the foregoing subordination within ten (10) Business Days business days after Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days after Landlord's written request, and such failure continues for a period of five (5) business days after Landlord's delivery of a second written request therefor that Tenant provide such documentation (which second written request states on its face that Tenant will be in default under the Lease if it fails to provide the required documentation within such five (5) business day period), the same shall constitute a default by Tenant hereunder without requirement of any further notice or right to cure. 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 the Landlord covering the Premises, Tenant shall 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, provided such purchaser assumes, either expressly or by operation of law, the obligations of "Landlord" arising under this Lease after the date title to the Land and Building is transferred to such purchaser or grantee. Tenant agrees that no mortgagee or successor to such mortgagee shall be (i) bound by any payment of Rent or additional rent for more than one (1) month in a form reasonably requested advance, (ii) bound by Landlord, any additional documents evidencing the subordination amendment or modification of this Lease with respect made without the consent of Landlord's mortgagee or such successor in interest, (iii) liable for damages for any breach, act or omission of any prior landlord, (iv) bound to effect or pay for any construction for Tenant's occupancy, or (v) subject to any such Encumbrance and the nondisturbance agreement claim of the holder of offset or defenses that Tenant may have against any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAprior landlord.

Subordination. This Lease is The rights of the Administrative Agent, Xxxxxx, and Secured Parties hereunder shall be subject to the terms of the Subordination Agreement. Further, any Sponsor O&M Fees (as hereinafter defined) are hereby expressly made subordinate and subject and subordinate in right of payment to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part the prior payment in full in cash of the Property Guaranteed Obligations. “Sponsor O&M Fees” shall mean any and all fees, payments, and monetary obligations due and owing from the Project Company to Guarantor pursuant to the O&M Agreement, including but not limited to the “Service Fee” and “Module Replacement Fee” (as such terms are defined in the O&M Agreement). The Guarantor agrees that it will not assign its rights to the Sponsor O&M Fees or under the O&M Agreement or any interest instrument or document evidencing such Sponsor O&M Fees. Notwithstanding the foregoing, except as otherwise provided herein, the Guarantor may retain payments of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")the Sponsor O&M Fees in accordance with the O&M Agreement; provided, however, that such subordination shall only be effective, as if (a) an Event of Default pursuant to future Encumbrances, if the holder Section 8.01 of the Encumbrance agrees that this Lease shall survive Credit Agreement has occurred and is continuing or ​ would result from the termination making of such payment, and/or (b) (i) an “Output Shortfall” (as defined in the Power Purchase Agreement) exists and is continuing under the Power Purchase Agreement; and (ii) in connection with such “Output Shortfall,” either (X) the Project Company has failed to make the required “Output Shortfall Payment” (as defined in the Power Purchase Agreement) to CMEEC or has otherwise committed an “Event of Default” (as defined in the Power Purchase Agreement); or (Y) the payment of the Encumbrance Sponsor O&M Fees by lapse the Project Company to Guarantor would result in a reduction in cash distributions by the Tax Equity Holdco to the Borrower such that Borrower would not have sufficient cash to make the required payments under items FIRST through ELEVENTH of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions section 6.19(b) of the preceding sentence are satisfiedCredit Agreement (and Guarantor has otherwise not provided Borrower with the funds to make such payments), Tenant then, in either of subsection (a) or subsection (b) above, the Guarantor shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlordnot retain, any additional documents evidencing payment of any Sponsor O&M Fees, unless and until the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement earliest of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.following time:

Subordination. This Landlord represents and warrants to Tenant that, as of the date hereof, there is no mortgage or deed of trust or ground lease encumbering Landlord's interest in the Building or Project. Subject to the terms of this Article 18, this Lease is expressly made subject and subordinate to ------------- all future ground or underlying leases of the Building or Project and to the lien of any mortgagefuture mortgages or trust deeds in force against the Building or Project or any part thereof ("Superior Interest"), deed 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 trustsuch mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease, underlying lease or like encumbrance affecting underlying leases, require in writing that this Lease be superior thereto. Notwithstanding the foregoing, Landlord's delivery to Tenant of a subordination, non-disturbance and attornment agreement in favor of Tenant from any part holder of a Superior Interest who later comes into existence at any time after the date hereof and prior to the expiration of the Property or any interest Lease Term on such future lender's standard form of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")subordination, non-disturbance and attornment agreement, as reasonably modified by Tenant, shall be in consideration of, and a condition precedent to, Tenant's agreement to be bound by the terms and conditions of this Article 18; provided, however, that in no event shall the failure to deliver such subordination shall only a subordination, non-disturbance and attornment agreement to Tenant be effective, construed as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance a default by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods Landlord under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant Landlord shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of that the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days Superior Interest created after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant execute a written "non-disturbance agreement" in favor of Tenant providing that if Tenant is not in Default under this Lease beyond any applicable grace period, such party will recognize this Lease and Tenant's rights hereunder and will not disturb Tenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of any such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Landlord's request shall not constitute a default hereunder by Landlord, however, such Superior Interest as it relates to this Lease shall not vest unless and until such non-disturbance agreement is executed by such Superior Interest holder and delivered to Tenant. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever (except for Tenant's offset rights expressly set forth in Section 7.3), to the provisions contained above; providedpurchaser 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 lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within five (5) days of request by Landlord, execute such further instruments or 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 consistent with this Section 18.1. If Tenant fails or refuses to execute, acknowledge, and deliver any such document within five (5) days after written demand, Landlord, its successors and assigns will be entitled to execute, acknowledge, and deliver any such document on behalf of Tenant as Tenant's failure to obtain an SNDA shall not affect the validity of this Leaseattorney-in-fact. Tenant constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant any documents described in this Section 18.1. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. This Section 18.1 shall be responsible for all costs self-operative and fees charged by any holder no further instrument of an Encumbrance subordination shall be required in order to prepare or negotiate an SNDAeffect it.

Subordination. This Lease is expressly made subject City's approval of the necessary land use entitlements that authorize Owner to develop, operate, and subordinate maintain the Project was based upon Owner's obligation to ------------- provide no less than the twenty nine (29) Affordable Units pursuant to the State Density Bonus Law and the terms and conditions of this Agreement. For the Project Rental Period, this Agreement and the Regulatory Agreement shall have priority over any mortgageand all mortgages, deed deeds of trust, ground leaseand other similar forms of secured financing (each a "Deed of Trust") recorded against the Property or any portion thereof. Notwithstanding the preceding sentence, underlying lease or like encumbrance affecting any part a Deed of Trust obtained by Owner for the acquisition of the Property or any interest development of Landlord therein which the Project thereon, or both, from a reputable lender (collectively, "Lenders") that is now existing regularly engaged in the business of making or hereafter executed or recorded owning loans of similar types to the financing provided to Owner for the Project (hereinafter, the "EncumbrancePriority Obligations"); provided, howevershall, that upon request of Owner or the beneficiary of a Deed of Trust securing any Priority Obligation (hereinafter, the "Holder"), have priority over this Agreement if: (i) Holder obtains City's approval, which shall not be unreasonably withheld or delayed, prior to executing the Deed of Trust securing a Priority Obligation, and (ii) Holder and City execute in recordable form a subordination agreement in the form attached hereto as Exhibit “M”, or such subordination shall only other form (or other necessary document) as may be effectiveapproved by the City Attorney, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the confirming subordination of this Lease with respect Agreement to any such Encumbrance and the nondisturbance agreement lien of the holder Deed of any Trust securing the Priority Obligation. The City Manager shall have the authority on behalf of City to execute a subordination agreement in such Encumbranceform as reasonably approved by the City Attorney. If Any subordination agreement must preserve the interest affordability requirements herein in the event of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant default on the terms Deed of Trust securing a Priority Obligation, it being expressly understood and conditions set forth agreed by Owner that state law requires preservation of affordability covenants in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution connection with the approval of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAdensity bonus project.

Subordination. This Lease is expressly made subject and subordinate to ------------- any mortgage, deed all matters of trustrecord including without limitation, ground leaseleases and mortgages, underlying lease any of which may now or like encumbrance affecting hereafter be placed on or affect the Premises, or any part thereof and to each advance made or to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor. This Section 12 shall be self-operative and no further instrument of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder required. In confirmation of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedsuch subordination, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by promptly any certificate that Landlord and and/or any mortgagee and/or lessor under any ground or underlying lease and/or their respective successors in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Leasemay request. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution a nondisturbance agreement from the present and any future mortgagee. "Reasonable efforts" shall consist of (1) submitting to the mortgagee a written request and (2) providing the mortgagee with information it requests. Without limitation of any of the provisions of this Lease, if any ground lessor or mortgagee shall succeed to the interest of Landlord by reason of the exercise of its rights under such ground lease or mortgage (or the acceptance of voluntary conveyance in lieu thereof) or the expiration or sooner termination of such ground lease, however caused, then such successor shall give written notice to Tenant (which in the case of a Subordinationground lease shall be within thirty (30) days after such expiration or sooner termination) that it is electing to succeed to the interest of Landlord under this Lease; and in such event, Attornment at the request of such successor the Tenant shall attorn to such successor and Non-Disturbance Agreement (shall ipso facto be and become bound directly to such successor in interest to Landlord to perform and observe all the "SNDA") from Tenant's obligations under this Lease without the holder necessity of the execution of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Leasefurther instrument. Tenant shall not be responsible for all costs entitled to assert against mortgagee or any purchaser from mortgagee at foreclosure or voluntary conveyance in lieu of foreclosure any prepaid rent or offsets against or credits due to Mortgagor on account of any period following sale of the premises at foreclosure of by voluntary conveyance in lieu of foreclosure. Tenant agrees at any time and fees charged by any holder from time to time during the term hereof to execute a suitable instrument suitable to the mortgagee in confirmation of an Encumbrance to prepare or negotiate an SNDATenant's agreements as aforesaid.

Subordination. This Tenant further covenants and agrees that this Lease is expressly made and the rights of Tenant hereunder are subject and subordinate to ------------- the lien of any mortgagemortgage or deed of trust encumbrance or encumbrances now or at any time hereafter placed upon said Demised Premises by Landlord, and to any and all renewals, modifications, consolidations, recastings, refinancings and replacements thereof (collectively or separately the "Financing"), subject, however, to the Tenant obtaining a non-disturbance agreement from the then applicable mortgagee as hereinafter provided. The Tenant agrees to execute and deliver to Landlord or its mortgagees within seven (7) days after each request any and all instruments necessary to effect such subordination and non-disturbance which the Landlord or its mortgagees may request or require. Notwithstanding the subordination of this Lease as aforesaid, any present or future mortgagee or beneficiary under any mortgage or deed of trust covering such Financing at its option may require that this Lease shall be senior in lien to such mortgage or deed of trust, ground and that this Lease shall not terminate in the event of foreclosure of any such mortgage or deed of trust. Tenant covenants and agrees in the event of foreclosure of any such mortgage or deed of trust, within seven (7) days after request of the purchaser or mortgagee, to attorn to the purchaser upon such foreclosure sale and to recognize such purchaser as the landlord under this Lease, and Tenant agrees to execute and deliver at any time, within seven (7) days after request of Landlord or of any such mortgagee any instrument which may be necessary in any such foreclosure proceeding or otherwise to evidence such attornment. At or within a reasonable time following execution of this lease, underlying lease or like encumbrance affecting anytime thereafter, as applicable for any part Financing, and in such case, provided Tenant is not in an Event of Default hereunder nor subject to any one (1) or more Events of Bankruptcy, Landlord agrees to arrange for Landlord's then current mortgagee to join with Tenant (and with Landlord if the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedmortgagee so requires) in executing a non-disturbance, howeversubordination and attornment agreement in form and content reasonably satisfactory to the current mortgagee, that whereby such subordination shall only be effective, as of this Lease to future Encumbrances, if Landlord's deeds of trust is confirmed but the holder of the Encumbrance mortgagee agrees that this Lease shall survive the termination of the Encumbrance and Tenant's rights hereunder will not be terminated by lapse of time, a foreclosure or otherwise by such mortgagee so long as Tenant is not in default beyond any applicable cure periods an Event of Default under this Lease. Provided , and whereby Tenant grants the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred attornment pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions to be set forth in the non-disturbance, subordination and attornment agreement referenced above. Any mortgagee or foreclosure purchaser or their successors in interest shall not (a) be bound by any prepayment of Rent or other sums more than thirty (30) days in advance paid by Tenant to any prior landlord (including Landlord), nor (b) be bound by any amendment to this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution Lease or by any waiver or forbearance by any prior landlord (including Landlord) made without prior written consent of this Leasesuch mortgagee, a Subordinationnor (c) be liable for any act, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder omission or default of any Encumbrance existing at the date of this Lease pursuant prior landlord (including Landlord), nor (d) be subject to any offsets or defenses Tenant may have against any prior landlord (including Landlord), nor (e) be accountable hereunder for a Security Deposit posted by Tenant hereunder (except to the provisions contained above; providedextent received by such mortgagee or foreclosure purchaser, Landlord's failure to obtain an SNDA shall not affect as the validity case may be). Any mortgagee of this Lease. Tenant Landlord shall be responsible for discharged of all costs obligations hereunder which may have arisen from its becoming a mortgagee in possession, and fees charged by any holder landlord, or otherwise after such mortgagee disposes of an Encumbrance to prepare or negotiate an SNDAits interest in the Demised Premises.

Subordination. This Lease The indebtedness evidenced by this Subordinated Revolving Note is expressly made subject and subordinate subordinated to ------------- any mortgage, deed the prior payment in full of trust, ground lease, underlying lease or like encumbrance affecting any part all of the Property Borrower’s obligations under the TAA. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Investors and/or any of their assignees (collectively, the Senior Claimants) under the TAA. Until the Collection Date, the Lender shall not demand, accelerate, xxx for, take, receive or accept from the Borrower, directly or indirectly, in cash or other property or by set-off or any interest other manner (including, without limitation, from or by way of Landlord therein which is now existing collateral) any payment or hereafter executed security of all or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder any of the Encumbrance indebtedness under this Subordinated Revolving Note or exercise any remedies or take any action or proceeding to enforce the same. The Lender hereby agrees that this Lease shall survive it will not institute against the termination Borrower any proceeding of the Encumbrance by lapse type constituting an Event of timeBankruptcy unless and until the date that is one year and one day after the Collection Date has occurred. Nothing in this paragraph shall restrict the Borrower from paying, foreclosure or otherwise the Lender from requesting, any payments under this Subordinated Revolving Note so long as Tenant (i) the Borrower is not in default beyond required under the TAA to set aside the funds proposed to be used for such payments for the benefit of, or otherwise pay over such funds to, any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedSenior Claimants, Tenant (ii) no Termination Event or Potential Termination Event shall execute have occurred and deliver to Landlord, within ten then be continuing under the TAA and no Collection Agent Default shall have occurred and then be continuing under the TAA and (10iii) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination making of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on payment would not otherwise violate the terms and conditions set forth provisions of either the Purchase Agreement or the TAA. Should any payment, distribution or security or proceeds thereof be received by the Lender in this Lease. Landlord violation of the immediately preceding sentence, the Lender agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to use reasonable good faith efforts to obtain within 60 days after execution of this Leasebe the property of, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant shall be immediately paid over and delivered to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect Agent for the validity benefit of this Leasethe Senior Claimants. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.​

Subordination. This Lease is expressly made subject and subordinate to ------------- Section 28.01. Landlord and/or any mortgageentity comprising Landlord may, at its sole option at any time or times on or after the date of this Lease, mortgage or grant a deed of trust, ground lease, underlying lease trust (a "Mortgage) with respect to its fee interest or like encumbrance affecting its leasehold interest in the Demised Premises or the Shopping Center or any part thereof, and the holder of the Property equity interest in Landlord and/or any entity comprising Landlord may, at its sole option, at any time or times on or after the date of this Lease, pledge its equity interest in Landlord and/or any entity comprising Landlord, as security for a loan (the holder of such Mortgage or pledge being herein referred to as a "Mortgagee"), in either or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")case in such amounts and on such terms as Landlord, in Landlord's sole discretion, determines; provided, however, that in no event shall this Lease be subject and subordinate at any time to the lien, operation or effect of any Mortgage or any other similar encumbrance created originally by Landlord, and any modification, extension and renewal thereof, which may hereafter be executed by Landlord affecting the Demised Premises or any part thereof unless Tenant has consented or agreed to the placing of such subordination shall only be effectiveMortgage, as to future Encumbrancesmodification or renewal, except that if the holder of proposed Mortgagee is an institutional lender (i.e. a bank, insurance company, corporate pension fund or the Encumbrance like), Tenant agrees that to subordinate its interest in this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as the Mortgagee agrees to enter into a subordination, attornment and non-disturbance agreement with Tenant is not substantially in default beyond any applicable cure periods under this Leasethe form of such instrument attached hereto as Exhibit "J". Provided Any such proposed Mortgagee shall agree to enter into a subordination, non-disturbance agreement with Tenant's subtenants who have received or who are in the conditions of future entitled to receive a subordination, non-disturbance agreement from Landlord pursuant to Article XIX, which shall be in form and substance substantially similar to the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten non-disturbance agreement (10see Exhibit "H") Business Days after written request therefor delivered by Landlord and in a form reasonably requested by Landlordpreviously to those subtenants, any additional documents evidencing the subordination if any, who qualify under Article XIX of this Lease with respect as being entitled to any such Encumbrance and receive the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") same from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease is expressly made subject and subordinate to ------------- any mortgage, deed and all mortgages or deeds of trust, protective land covenants, or leasehold estates pursuant to a ground leaselease (herein collectively referred to as “Title Interests”), underlying lease now existing, or like encumbrance affecting any part which may hereafter be executed, covering the Premises or the real property of which the Property or any interest of Landlord therein which is now existing same are a part, and to all advances made or hereafter executed to be made upon the security thereof. This provision shall be self-operative and no further instrument of subordination need be required by any mortgagee or recorded ("Encumbrance"); ground Landlord. Furthermore, Tenant agrees to execute, acknowledge and deliver upon request, any and all documents or instruments requested by Landlord to evidence the subordination of this Lease to any Title Interests, provided, however, that such subordination the rights of Tenant shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise continue in full force and effect for so long as Tenant is not in default beyond Default hereunder and further provided, the holder of any applicable cure periods under this Lease. Provided Title Interests shall not be liable for any accrued obligation of Landlord, nor for any act or omission of Landlord, nor subject to any offsets or counterclaims which may have accrued to Tenant against Landlord prior to the conditions date upon which such holder becomes the owner of the preceding sentence are satisfiedPremises. Tenant hereby agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Premises at any sale or other proceeding, as if such person, entity, firm or corporation had been named as Landlord herein. Tenant shall execute agrees to execute, acknowledge and deliver in recordable form to any existing or proposed holder of Title Interests, or to Landlord, within ten five (105) Business Days days after written a request therefor by Landlord and in therefor, a form reasonably requested by Landlordcertificate certifying the following, any additional documents evidencing if such be the subordination of case: (a) this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect and there are no defenses or offsets thereto, or if Tenant claims any defenses or offsets, stating those claimed by Tenant; (b) Tenant has accepted possession of the Premises as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of such certificate; and (c) Tenant agrees to notify all Title Interests of any Default by Landlord hereunder. Tenant’s failure to deliver such statement within five (5) days after Landlord’s written request therefor shall be conclusive that this Lease pursuant to the provisions contained above; provided, is in full force and effect without modification except as may be represented by Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease is expressly made subject and subordinate to ------------- any mortgage, deed A. For the purposes of trust, ground this lease, underlying the mortgages referred to in Article 7 of this lease are herein defined as "SUPERIOR MORTGAGES" and the leases referred to in said Article 7 are herein defined as "SUPERIOR LEASES." The then holders of all superior mortgages and the then lessors under all superior leases are intended to be third-party beneficiaries of this Article, and may enforce the provisions of this Article before or like encumbrance affecting any part after the foreclosure of the Property superior mortgage in question and before or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive after the termination of the Encumbrance by superior lease in question, as the case may be. In the event of any act or omission of Landlord that would give Tenant the right, immediately or after lapse of a period of time, foreclosure to cancel or otherwise so long as terminate this lease, or to claim a partial or total eviction, or entitle Tenant is not in default beyond to any applicable cure periods under this Leaseabatement or offset against the payment of rent. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver not exercise such right (i) until it has given written notice of such act or omission or the accrual of such claim or right to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If each superior mortgage and the interest lessor of Landlord each superior lease whose name and address shall previously have been furnished to Tenant in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new ownerwriting, and this Lease (ii)(A) if the Landlord's default in question can be cured by the payment of money or is otherwise curable within thirty (30) days, the holders of each superior mortgage and the lessors under each superior lease who shall continue have become entitled under such superior mortgage(s) and such superior lease(s) to cure such default shall have thirty (30) days to cure same; and (B) if the Landlord's default in full force question cannot be cured by the payment of money and effect cannot otherwise reasonably be cured within thirty (30) days, the holders of each superior mortgage and the lessors under each superior lease who shall have become entitled under such superior mortgage(s) and such superior lease(s) to cure such default shall have such period of time as a direct lease between is necessary to cure the transferee and Tenant on default; provided that, in the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution case of this Leaseclause (ii)(B) above, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA"x) from the holder or lessor, as the case may be, notifies Tenant of any Encumbrance existing its intention to cure the default, (y) such holder or lessor, as the case may be, commences action to cure the default within thirty (30) days, and (z) such holder or lessor, as the case may be, thereafter proceeds diligently at all times to cure the date of this Lease pursuant to default. Notwithstanding the provisions contained above; providedforegoing, Landlord's failure to obtain an SNDA in no event shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance a superior mortgage or lessor under a superior lease have a lesser period of time to prepare or negotiate an SNDAcure a default than is granted to Landlord under this lease.

Subordination. This Lease is expressly may, at the option of Landlord, be made subject and subordinate to ------------- any first mortgage or first deed of trust now or hereafter placed upon or affecting the real property of which the Premises form a part, and to all renewals, modifications, replacements and extensions thereof; provided that as a condition of such subordination, and only if: (a) such mortgage or deed of trust shall contain a covenant which shall permit the proceeds of all insurance policies covering the Building, improvements, equipment and/or appurtenances thereto, whether such proceeds are to be held by Landlord or the first mortgage or beneficiary, to be paid and/or made available for repair, replacement and rebuilding as provided in this Lease; and (b) a separate written agreement is entered into by the mortgagee named in any such mortgage, or by the trustee and the beneficiary named in any such deed of trust, ground leaseand is recorded simultaneously with said mortgage or deed of trust, underlying lease providing that notwithstanding any default in the mortgage or like encumbrance affecting deed of trust and any part of foreclosure thereof, or the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if enforcement by the holder thereof of the Encumbrance agrees that any rights or remedies, including sale thereunder, or otherwise, this Lease shall survive be recognized, remain in full force and effect, and the termination Tenant shall be permitted to remain in quiet and peaceful possession of the Encumbrance by lapse of timePremises throughout the term thereof, foreclosure and any extension or otherwise so renewal thereof, as long as Tenant is shall not be in default beyond under this Lease, or, if Tenant is in such default, as long as Tenant's time to cure such default shall not have expired. Such agreement shall be in the form of Exhibit I attached hereto. If Tenant has received the nondisturbance agreement in the form attached hereto as Exhibit I, Tenant shall, within thirty (30) days after Xxxxxxxx's request, execute any applicable cure periods further instruments or assurances in recordable form that Landlord reasonably considers necessary to evidence or confirm the subordination or superiority of this Lease to any such encumbrances or underlying leases. Such subordination instrument(s) shall be strictly limited to matters contained in the nondisturbance agreement, and no such instrument may increase any of Tenant's obligations or decrease any of Tenant's rights under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall Tenant's failure to execute and deliver to Landlord, within ten (10such instrument(s) Business Days after written request therefor by Landlord and in shall constitute a form reasonably requested by Landlord, any additional documents evidencing the subordination of default under this Lease with respect to any such Encumbrance and only if Xxxxxxxx has first delivered the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant required hereunder to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDATenant.

Subordination. This Landlord shall have the right to transfer, mortgage, assign, pledge, and convey in whole or in part the Premises, the Building, the Office Campus, this Lease is expressly made and all rights of Landlord existing and to exist, and all rents and amounts payable to it under the provisions of this Lease; and nothing herein contained shall limit or restrict any such right. The rights of Tenant under this Lease shall be subject and subordinate to ------------- all instruments executed and to be executed in connection with the exercise of any such right of Landlord, including but not limited to, the lien of any mortgage, deed of trust, ground lease, underlying lease trust or like encumbrance affecting any part of the Property or any interest of Landlord therein which is security agreement now existing or hereafter executed or recorded ("Encumbrance"); providedplaced upon the Premises and the Office Campus and to all renewals, howevermodifications, that such consolidations, and extensions thereof. This subordination shall only be effectivenot require the agreement or consent of Tenant, as to future Encumbrancesbut Tenant covenants and agrees, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of timerequested, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall to execute and deliver within fifteen (15) days of receipt from Landlord such further instruments subordinating this Lease to Landlordthe lien of any such mortgage, within ten (10) Business Days after written request therefor deed of trust or security agreement as shall be requested by Landlord and/or any mortgagee, proposed mortgagee or holder of any security agreement. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute and deliver any such instrument for and in a form reasonably requested by Landlord, any additional documents evidencing the subordination name of Tenant. Notwithstanding anything set out in this Lease with respect to any such Encumbrance and the nondisturbance agreement of contrary, in the event the holder of any mortgage or deed of trust elects to have this Lease superior to its mortgage or deed of trust, then upon Tenant being notified to that effect by such Encumbrance. If the interest of Landlord in theencumbrance holder, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between be deemed to be prior to the transferee and Tenant on the terms and conditions set forth in lien of such mortgage or deed of trust, whether this Lease. Landlord agrees Lease is adopted prior to use reasonable good faith efforts or subsequent to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity such mortgage or deed of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAtrust.

Subordination. This Lease is expressly made shall be subject and subordinate to ------------- any mortgage, deed of trust or ground lease now or hereafter placed upon the Premises, the Office/Warehouse Complex, the Property, or any portion thereof by Lessor, its successors or assigns, and to amendments, replacements, renewals and extensions thereof. Lessee agrees at any time hereafter, upon demand, to execute and deliver any instruments, releases, or other documents that may be reasonably required for the purpose of subjecting and subordinating this Lease, as above provided, to the lien of any such mortgage, deed of trust or ground lease. It is agreed, nevertheless, that as long as Lessee is not in default in the payment of Base Rent, Additional Rent, and the payment of other charges to be paid by Lessee under this Lease, and the performance of all covenants, agreements and conditions to be performed by Lessee under this Lease, then neither Lessee's right to quiet enjoyment under this Lease, nor the right of Lessee to continue to occupy the Premises and to conduct its business thereon, in accordance with the terms of this Lease as against any lessor, lessee, mortgagee, trustee, or their successors or assigns shall be interfered with. The above subordination shall be effective without the necessity of the execution and delivery of any further instruments on the part of Lessee to effectuate such subordination. Notwithstanding anything hereinabove contained in this Article XVI, in the event the holder of any mortgage, deed of trust or ground lease shall at any time elect to have this Lease constitute a prior and superior lien to its mortgage, deed of trust or ground lease, then, and in such event, upon any such holder or landlord notifying Lessee to that effect in writing, this Lease shall be deemed prior and superior in lien to such mortgage, deed of trust, or ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that whether this Lease shall survive is dated prior to or subsequent to the termination date of the Encumbrance by lapse such mortgage, deed of time, foreclosure trust or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant ground lease and Lessee shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form such attornment agreement as may be reasonably requested by Landlordsaid holder. Lessee agrees, provided the mortgagee, ground lessor or trust deed holder under any additional documents evidencing the subordination mortgage, ground lease, deed of this Lease trust or other security instrument shall have notified Lessee in writing (by way of a notice of assignment of lease or otherwise) of its address, Lessee shall give such mortgagee, ground lessor or trust deed holder, or other secured party ("Mortgagee") simultaneously with respect delivery of notice to any such Encumbrance and the nondisturbance agreement of the holder Lessor, by registered or certified mail, a copy of any such Encumbrancenotice of default served upon Lessor. If Lessee further agrees that said Mortgagee shall have the interest of Landlord in theright to cure any alleged default during the same period that Lessor has to cure such default. Lessee, Property is transferred pursuant within fifteen (15) days after Lessor's request (from time to or in lieu of proceedings for enforcement of any Encumbrancetime), Tenant shall immediately and automatically attorn to the new ownerexecute a commercially reasonable Subordination, Non-Disturbance, and this Attornment Agreement. By way of example and not by way of limitation, the sample non-disturbance, attornment, and subordination agreements attached hereto as Exhibits E-l and E-2 are deemed approved by Lessee. Lessee shall cause all guarantors of Lessee's obligations and all of Lessee's predecessors in interest to execute such Non-Disturbance, Attornment and Subordination Agreement, and to indicate that the obligations of such guarantor or predecessor in interest under the Lease shall continue in full force and effect and shall be subject to and shall include all Lessee's obligations under such agreement. Prior to recording of any Mortgage prior to the Commencement Date that does not recognize Lessee's rights as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees Article XVI, Lessor shall cause the applicable holder of such Mortgage to use reasonable good faith efforts agree to obtain within 60 days after execution a non-disturbance agreement in accordance with the terms of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder Article XVI. The lien of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA such Mortgage shall not affect cover Lessee's trade fixtures or other personal property located in or on the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAPremises.

Subordination. This The rights and interests of Tenant under this Lease is expressly made and in and to the Premises shall be subject and subordinate to ------------- all easements and recorded restrictions, covenants, and agreements pertaining to the Project, or any mortgagepart thereof, deed and to all deeds of trust, ground leasemortgages, underlying lease and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof (the “Security Documents”) heretofore or like encumbrance affecting hereafter executed by Landlord covering the Premises, the Building or any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedProject, however, that such subordination shall only be effective, to the same extent as to future Encumbrances, if the holder Security Documents had been executed, delivered and recorded prior to the execution of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided After Xxxxxx’s receipt of a notice from Landlord that it has entered into one or more Security Documents, then, during the conditions term of such Security Documents, Tenant shall deliver to the holder or holders of all Security Documents a copy of all notices to Landlord and shall grant to such holder or holders the right to cure all defaults, if any, of Landlord hereunder within the same time period provided in this Lease for curing such defaults by Landlord and, except with the prior written consent of the preceding sentence are satisfiedholder or holders of the Security Documents, shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. Tenant shall attorn to any holder of any Security Documents or its successor in interest by foreclosure or otherwise. The provisions of this subsection shall be self-operative and shall not require further agreement by Tenant; however, at the request of Landlord, Tenant shall execute such further documents as may be required by the holder of any Security Documents. At any time and deliver from time to Landlord, within time upon not less than ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested days’ prior notice by Landlord, any additional documents evidencing Tenant shall execute, acknowledge and deliver to the subordination Landlord a written estoppel certificate certifying: (i) the Rentable Area of the Premises, (ii) the Commencement Date and Expiration Date of this Lease with respect to any such Encumbrance Lease, (iii) the Base Rent, Base Year and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in theAdditional Rent, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and (iv) that this Lease shall continue is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as a direct lease between modified and stating the transferee modifications, (v) whether or not the Landlord is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition of this Lease and, if so, specifying each such default, (vi) that Tenant has unconditionally accepted and Tenant on occupied the terms Premises, (vii) that all requirements of the Lease have been complied with and conditions set forth no charges, set-offs or other credits exist against any rentals, (viii) that Xxxxxx has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease. ; and (ix) such other matters as Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Leasemay reasonably request, a Subordinationit being intended that any such statement may be relied upon by Xxxxxxxx, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder any prospective purchaser, mortgagee or assignee of any Encumbrance existing at mortgage of the date Building or the Project or of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA’s interest therein.

Subordination. This Lease is expressly Seller shall have the right to receive, and Buyer shall have the right to make, any and all payments and prepayments relating to the loans made subject and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days Subordinated Note; provided that after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect giving effect to any such Encumbrance and payment or prepayment, the nondisturbance agreement of Receivable Interest plus the holder of Contributed Interest equals or exceeds the Minimum Receivables Percentage. Seller hereby agrees that at any such Encumbrance. If time during which the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Leasethe proviso of the immediately preceding sentence shall not be satisfied, Seller shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of Buyer owing to the Agent or any Purchaser (each, as defined below) under that certain Receivables Purchase Agreement, dated as of September 26, 2000, by and among Buyer, Seller, 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 "Receivables Purchase Agreement"). Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution 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 Receivables Purchase Agreement. Until the date on which the "Aggregate Capital" outstanding under the Receivables Purchase Agreement has been repaid in full and all obligations of Buyer 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, Seller shall not institute against Buyer any proceeding of the type described in Section 7.1(f) or (g) of the Receivables Interest Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Seller in violation of this LeaseSection 4, a SubordinationSeller agrees that such payment shall be segregated, Attornment received and Non-Disturbance Agreement (held in trust for the "SNDA") from benefit of, and deemed to be the holder of any Encumbrance existing at the date of this Lease pursuant property of, and shall be immediately paid over and delivered to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect Agent for the validity benefit of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAthe Senior Claimants.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease is expressly made shall be subject and subordinate at all times to ------------- ground or underlying leases and to the lien of any mortgagemortgages or deeds of trust now or hereafter placed on, deed of trustagainst or affecting the Building, ground leaseLandlord's interest or estate in the Building, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing ground or hereafter executed or recorded ("Encumbrance")underlying lease; provided, however, that such subordination shall only be effectivef the lessor, as to future Encumbrancesmortgagee, if the trustee, or holder of the Encumbrance agrees that 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 survive be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the termination foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. As a condition precedent to the effectiveness of any such subordination of this Lease to any future ground or underlying lease or the lien of any future mortgages, deeds of trust, or like encumbrances. Landlord shall provide to tenant within thirty (30) days of the Encumbrance recording of the lien, a commercially reasonable non-disturbance and attornment agreement in favor of Tenant executed by lapse such future ground lessor, master lessor, mortgagee or deed of timetrust beneficiary, foreclosure as the case may be, which shall provide that Tenant's quiet possession of the premises shall not be disturbed on account of such subordination to such future lease or otherwise lien so long as Tenant is not in default beyond following the expiration of any applicable cure periods period under any provisions of this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to LandlordIn addition, within ten thirty (1030) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination days of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, Landlord shall provide to Tenant a Subordinationcommercially reasonable non-disturbance and attornment agreement in favor of Tenant executed by any existing ground lessor, Attornment and Non-Disturbance Agreement (master lessor, mortgagee or deed of trust beneficiary, as the "SNDA") from case may be, which shall provide that Tenant's quiet possession of the holder Premises shall not be disturbed on account of such subordination to such existing lease or lien so long as Tenant is not in default following the expiration of any Encumbrance existing at the date of this Lease pursuant to the applicable cure period under any provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease is expressly made subject and subordinate to ------------- all present and future ground or underlying leases of the Real Property and to the lien of any mortgagemortgages or deeds of trust, now or hereafter in force against the Real Property and the Building, 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 or deed of trust, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")underlying leases, require in writing that this Lease be superior thereto; provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any 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. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, 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 lessor under this Lease, provided that such purchaser or lessor agrees that Tenant's use and possession of the Premises pursuant to the terms of this Lease shall not be disturbed so long as there is no continuing Event of Default. Tenant shall, within fifteen (15) Business Days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance mortgages, trust deeds, ground leases or underlying leases. So long as Tenant's right to quiet enjoyment of the Premises is not disturbed, Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the nondisturbance obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord shall provide to Tenant a commercially reasonable non-disturbance agreement of from the holder of any such Encumbrance. If the interest existing deed of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant trust on the terms and conditions set forth in this Lease. Landlord agrees Real Property prior to use reasonable good faith efforts to obtain within 60 days after execution of this LeaseLease by both parties hereto, a Subordinationprovided that Tenant executes such subordination, Attornment non-disturbance and Non-Disturbance Agreement attornment agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant as may be required by such lender in form reasonably acceptable to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDATenant.

Subordination. This Lease is expressly made subject and subordinate to ------------- all mortgages and deeds of trust which affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that any mortgagee or ground lessor shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease and shall have the right at any time to subordinate its mortgage, deed of trust, ground lease or other lien to this Lease; provided, however, notwithstanding that this Lease may be (or may become) superior to a mortgage, deed of trust, ground lease or other lien, the mortgagee shall not be liable for prepaid rentals, security deposits (unless delivered to such mortgagee, deed of trust beneficiary or ground lessor) and claims accruing during Landlord's ownership (unless the circumstances giving rise to such claims continue after such entity succeeds to Landlord's interest); and further provided that the provisions of a mortgage, deed of trust, ground lease or other lien relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and provisions relative to proceeds arising from insurance payable by reason of damage to or destruction of the Premises shall be prior and superior to any contrary provisions contained in this Lease with respect to the payment or usage thereof (but if such proceeds are not allocated for repairs as otherwise provided in this Lease, and Landlord does not otherwise fund the cost of such repairs, Tenant may terminate this Lease). Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of other lien hereafter placed upon the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")Premises; provided, however, that (i) within ten (10) business days' 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 holder or holders deem necessary or desirable for purposes thereof; and (ii) a condition precedent to such subordination shall only be effectivethat Landlord obtains from the lender or other party in question a commercially reasonable non-disturbance agreement in favor of Tenant. Subject to the foregoing, as (a) Landlord shall have the right to future Encumbrances, if the holder of the Encumbrance agrees that cause this Lease shall survive to be and become and remain subject and subordinate to any and all mortgages or deeds of trust which may hereafter be executed covering the termination Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the Encumbrance by lapse time or character of timesuch advances, foreclosure or otherwise so long as together with interest thereon and subject to all the terms and provisions thereof and (b) Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlordagrees, within ten (10) Business Days business days after Landlord's written request therefor therefor, to execute, acknowledge and deliver upon request any and all commercially reasonable documents or instruments requested by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing or necessary or proper to assure the subordination of this Lease with respect to any such Encumbrance and mortgages, deed of trust, or leasehold estates. Tenant agrees that in the nondisturbance agreement of event any proceedings are brought for the holder foreclosure of any such Encumbrance. If the interest mortgage or deed of Landlord in the, Property is transferred pursuant to trust or any deed in lieu of proceedings for enforcement of any Encumbrancethereof, Tenant shall immediately and automatically to attorn to the new ownerpurchaser 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, and within ten (10) business days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease shall continue to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in full force the event of any foreclosure proceeding or sale. Concurrently with their execution and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of delivery this Lease, Landlord, Tenant and any lender under a Subordinationmortgage or deed of trust which may affect the Real Property as of the Commencement Date shall execute and deliver a subordination, Attornment non-disturbance and Non-Disturbance Agreement (attornment agreement as a condition to the "SNDA") from the holder of any Encumbrance existing at the date subordination of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity any such mortgage or deed of this Leasetrust. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.EXHIBIT "I"

Subordination. This Tenant accepts this Lease is expressly made subject and subordinate to ------------- any mortgagemortgage(s), deed deed(s) of trust, ground leaselease(s) or other lien(s) now or subsequently arising upon the Premises, underlying lease the Building, the Facility or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"collectively referred to as a “Mortgage”); provided, however, that such subordination this Lease shall only not be effectivesubordinate to any Mortgage first arising after the date of this Lease, as to future Encumbrances, if unless and until Landlord provides Tenant with an agreement from the holder of the Encumbrance agrees that this Lease shall survive Mortgage (the termination “Mortgagee”) of the Encumbrance type normally provided by lapse of timecommercial lenders in Southern California (“Non-Disturbance Agreement”), foreclosure or otherwise setting forth that so long as Tenant is not in default beyond Default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. This clause shall be self-operative, but no later than ten (10) business days after written request from Landlord or any applicable cure periods under this Lease. Provided the conditions holder of the preceding sentence are satisfieda Mortgage (each, a “Mortgagee” and collectively, “Mortgagees”), Tenant shall execute a commercially reasonable subordination agreement so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder and deliver so long as such agreement include the provisions commonly contained in a Non-Disturbance Agreement. As an alternative, a Mortgagee shall have the right at any time to Landlord, within subordinate its Mortgage to this Lease. No later than ten (10) Business Days business days after written request therefor by Landlord and in a form reasonably requested by Landlordor any Mortgagee, any additional documents evidencing the subordination of this Lease with respect Tenant shall, without charge, attorn to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the successor to Landlord’s interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Tenant hereby waives its rights under any current or future 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. Should Tenant fail to sign and return any such documents within said ten (10) business day period, and Tenant again fails to sign and deliver any such statement or instrument within five (5) business days after Tenant’s receipt of written notice that Tenant failed to deliver such statement or instrument within the foregoing ten (10) business day period, Tenant shall be in Default hereunder. Notwithstanding the foregoing, Landlord agrees to shall use commercially reasonable good faith efforts to obtain provide a commercially reasonable subordination, non-disturbance and attornment agreement for the benefit of Tenant from the current Mortgagee of the Property within 60 ninety (90) days after following the mutual execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease, Xxxxxx’s interest hereunder and Xxxxxx’s leasehold interest in and to the Demised Premises are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages now or hereafter in force and effect upon or encumbering Landlord’s interest in the Demised Premises, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord’s rights under this Lease is expressly made subject or the rents, issues and subordinate profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to ------------- such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, deed mortgages or assignments, and upon recording of trustany such mortgage, ground leasemortgages or assignments, underlying lease or like the same shall be deemed to be prior in dignity, lien and encumbrance affecting any part to this Lease, Xxxxxx’s interest hereunder and Xxxxxx’s leasehold interest in and to the Demised Premises irrespective of the Property dates of execution, delivery or recordation of any interest of Landlord therein which is now existing such mortgage, mortgages or hereafter executed or recorded ("Encumbrance")assignments; provided, however, that such subordination shall only be effective, as to future Encumbrances, if upon the holder express condition that the validity of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance be recognized by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest mortgage or assignment, and that, notwithstanding any default by Landlord with respect to such mortgage or assignment, Xxxxxx’s possession and right of Landlord use under this Lease in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, Demised Premises shall not be disturbed by such mortgagee or ground lessor unless and until Xxxxxx shall commit an Event of Default hereunder and this Lease or Xxxxxx’s right to possession hereunder shall continue have been terminated in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to accordance with the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant The foregoing subordination provisions of this Section shall be responsible for all costs automatic and fees charged by self-operative without the necessity of the execution of any holder further instrument or agreement of an Encumbrance subordination on the part of Tenant; provided, however, Landlord shall be required to prepare or negotiate an cause a written agreement of subordination and non-disturbance in a form reasonably acceptable to Tenant, Landlord, and Xxxxxxxx’s lender to be executed and recorded concurrently with the recordation of any Mortgage (“SNDA”) and Landlord’s failure to do so shall be a default under this Lease.

Subordination. This Subject to the terms of this Agreement, the Lease is expressly made and all rights of Lessee thereunder are hereby made, and shall at all times continue to be, subject and subordinate in each and every respect to ------------- any mortgage, deed the Mortgage and all other instruments of trust, ground lease, underlying lease security for the Loan which do now or like encumbrance affecting any part of may hereafter cover the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded Lessor therein, and to any and all advances made on the security thereof and to any and all increases, renewals, modifications, extensions and/or consolidations thereof (collectively called the "EncumbrancePrior Encumbrances"). This provision is acknowledged by Lessee to be self-operative and no further instrument shall be required to effect such subordination of the Lease. Lessee shall, however, within ten (10) days of written demand at any time or times execute, acknowledge and deliver to Mortgagee any and all instruments and certificates that in Mortgagee's reasonable judgment may be necessary or proper to confirm or evidence such subordination. However, notwithstanding the generality of the foregoing provisions of this paragraph, Lessee agrees that, upon written notice to Lessee, Mortgagee shall have the right at any time to subordinate any such Prior Encumbrances to the Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. Upon Mortgagee giving Lessee the written notice referred to in the preceding sentence, the subordination of such Prior Encumbrances to the Lease shall be self-operative and no further instrument shall be required to effectuate such subordination of such Prior Encumbrances to the Lease. The Lessee shall, however, within ten (10) days of written demand, at any time or times, execute, acknowledge and deliver to Mortgagee any and all instruments and certificates that in Mortgagee's reasonable judgment may be necessary or proper to confirm or further evidence such subordination. This Agreement shall not be deemed or construed as limiting or restricting the enforcement by Mortgagee of any of the terms, covenants, provisions or remedies of any of the Prior Encumbrances, including, without limitation, the Mortgage, whether or not consistent with the Lease; provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this the Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA Paragraph 1 shall not affect the validity in any manner any rights of Lessee under this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAAgreement.

Subordination. This Landlord shall have the right to transfer, mortgage, assign, pledge, and convey in whole or in part the Leased Premises, the Center, this Lease is expressly made and all rights of Landlord existing and to exist, and rents and amounts payable to it under the provisions hereof; and nothing herein contained shall limit or restrict any such right, and the rights of Tenant under this Lease shall be subject and subordinate to ------------- all instruments executed and to be executed in connection with the exercise of any such right of Landlord, including, but not limited to, the lien of any mortgage, deed of trust, ground lease, underlying lease trust or like encumbrance affecting any part of the Property or any interest of Landlord therein which is security agreement now existing or hereafter executed or recorded ("Encumbrance"); providedplaced upon the Leased Premises and the Center and to all renewals, modifications, consolidations, participations, replacements and extensions thereof, subject, however, to the condition that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any mortgage or other lien on, or including, the Leased Premises to which this Lease is subordinate shall deliver to Tenant a subordination, non-disturbance and attornment agreement in form reasonably satisfactory to Tenant and such Encumbranceholder. If Said subordination shall not require the interest agreement or consent of Tenant, but Tenant covenants and agrees, if requested, to execute and deliver within fifteen (15) days of receipt from Landlord in the, Property is transferred pursuant such further instruments subordinating this Lease to or in lieu of proceedings for enforcement the lien of any Encumbrancesuch mortgage, deed of trust or security agreement as shall be requested by Landlord and/or any mortgage, proposed mortgagee or holder of any security agreement, and Tenant shall immediately hereby irrevocably appoints Landlord as its attorney-in-fact to execute and automatically attorn deliver any such instrument for and in the name of Tenant. Notwithstanding anything set out in this Lease to the new ownercontrary, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from event the holder of any Encumbrance existing at mortgage or deed of trust elects to have this Lease superior to its mortgage or deed of trust, then, upon Tenant being notified to that effect by such encumbrance holder, this Lease shall be deemed prior to the lien of said mortgage or deed of trust, whether this Lease is adopted prior to or subsequent to the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity said mortgage or deed of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAtrust.

Subordination. (a) This Lease is expressly made and all rights of Tenant hereunder are subject and subordinate to ------------- any mortgage, first deed of trust, first mortgage or other first instrument of security (a "Mortgage"), and at Owner's option, this Lease and all rights of Tenant hereunder are subject and subordinate to any junior deed of trust, junior mortgage or other junior instrument of security, as well as to any ground lease, underlying lease Lease or like encumbrance affecting primary Lease (an "Underlying Lease") that now or hereafter covers all or any part of the Property Building, the Land, or any interest of Landlord therein which Owner therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any Mortgage or Underlying Lease. This provision is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that self-operative and no further instrument shall be required to effect such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall, however, upon demand at any time or times execute, acknowledge and deliver to Owner or to the holder ("Holder") of any Mortgage, or lessor ("Lessor") in any Underlying Lease, any and all instruments and certificates that in the judgment of Owner, Holder or Lessor may be necessary or desirable to confirm or evidence such subordination. Not in limitation of the generality of the foregoing, Xxxxxx agrees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to such conditions as such Holder may deem appropriate in its discretion. Tenant further covenants and agrees upon demand by Holder or Lessor at any time, before or after the institution of any proceedings for foreclosure or sale pursuant to any Mortgage, or termination of any Underlying Lease, to attorn to the purchaser upon such foreclosure or sale or to Lessor upon such termination, and to recognize such purchaser or Lessor as Owner under this Lease. The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such foreclosure, sale or termination. Tenant, upon demand at any time or times, before or after any such foreclosure, sale or termination, shall execute, acknowledge and deliver to Holder or Lessor any and all instruments that in the judgment of Holder or Lessor may be responsible for all costs necessary or desirable to confirm or evidence such attornment and fees charged by Tenant hereby irrevocably authorizes Holder or Lessor to execute, acknowledge and deliver any holder of an Encumbrance to prepare or negotiate an SNDAsuch instruments on Tenant's behalf.

Subordination. This Lease Notwithstanding anything contained in any Mortgage or in this Article 14A, it is expressly made subject understood and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of agreed that the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement rights of the holder of any Mortgage, including a Recognized Mortgagee, shall be subject and subordinate to this Agreement. The terms, covenants, conditions and provisions of this Agreement shall govern as between the Port Authority, the Lessee and any Recognized Mortgagee, and in the event of any inconsistency between the terms, covenants, conditions and provisions of this Agreement and the terms, covenants, conditions and provisions of a Mortgage, the terms, covenants, conditions, and provisions of this Agreement shall control. Notwithstanding any provisions of any Mortgage to the contrary, the Lessee shall be deemed to be the Lessee hereunder for all purposes unless and until a Recognized Mortgagee shall have acquired the Lessee’s interest herein or a New Lease has been executed pursuant to this Article, as the case may be. Any Mortgage granted hereunder shall make reference to the provisions of this Agreement and shall provide that the Mortgage and the rights of the Recognized Mortgagee thereunder are and shall be in all respects subject to all provisions of this Agreement. Without limiting the generality of the foregoing, each Mortgage shall contain the following provisions: “This mortgage is executed upon the condition (i) that no purchaser at any foreclosure sale shall acquire any right, title or interest in or to the agreement hereby mortgaged (the “Lease”) unless such Encumbrance. If purchaser, or the person, firm or corporation to whom or to which such purchaser’s right has been assigned, in the instrument transferring to such purchaser or to such assignee of the interest of Landlord the Lessee under the Lease, assumes and agrees to perform all of the terms, covenants and conditions of the Lease thereafter to be observed or performed on the part of such Lessee, (ii) that no further or additional mortgage or assignment of the Lease shall be made except in theaccordance with the provisions of the Lease and (iii) that a duplicate original of the instrument containing such assumption agreement, Property duly executed and acknowledged by purchaser or assignee and in recordable form, is transferred pursuant delivered to the Port Authority promptly after the consummation of such sale or in lieu of proceedings for enforcement assignment.” “The mortgagee agrees to have the proceeds of any Encumbrance, Tenant shall immediately and automatically attorn insurance or the proceeds of any condemnation award applied to the new owner, and this Lease shall continue in full force and effect as a direct lease between repair or restoration of the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant mortgaged premises to the extent such application is required by the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect of the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.”

Subordination. This Lease is expressly made subject and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance Tenant agrees that this Lease shall survive be subordinate to any mortgages, trust deeds or ground leases that may now exist or which may hereafter be placed upon said Leased Premises and to any and all advances to be made thereunder, and to the termination of the Encumbrance by lapse of timeinterest thereon, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Leaseand all renewals, replacements and extensions thereof. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver whatever instruments may be required for the above purposes, and failing to Landlord, do so within ten (10) Business Days business days after written request therefor by Landlord and demand in writing shall be deemed to be a form reasonably requested by Landlord, any additional documents evidencing the subordination breach of this Lease with respect to any such Encumbrance and [omitted because stricken by parties]. Tenant shall in the nondisturbance agreement event of the holder sale or assignment of Landlord's interest in the Area or in the Building of which the Leased Premises form a part, or in the event of any such Encumbrance. If proceedings brought for the interest foreclosure of Landlord in the, Property is transferred pursuant to or in lieu the event of proceedings for enforcement exercise of the power of sale under any Encumbrancemortgage made by Landlord covering the Leased Premises, Tenant shall immediately and automatically attorn to the new owner, purchaser and recognize such purchaser as Landlord under this Lease shall continue in full force and effect as a direct lease between Lease. Notwithstanding anything to the transferee and Tenant on the terms and conditions set forth contrary contained in this Lease. , Tenant, Landlord agrees shall deliver to use reasonable good faith efforts to obtain Tenant, within 60 thirty (30) days after execution the date of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") recognition agreement in standard form from the existing holder of any Encumbrance existing at deed of trust or similar instrument affecting the date Leased Premises, whereby such holder agrees to recognize the leasehold interest of this Lease pursuant Tenant following a foreclosure of any such interest. Further, as a condition to Tenant's obligation to subordinate its leasehold interest to a future ground lease or instrument of security, Landlord shall obtain from any such ground lessors or lenders a written recognition agreement in the provisions contained above; providedholder's standard form, Landlord's failure whereby such holder agrees to obtain an SNDA shall not affect recognize the validity leasehold interest of this Lease. Tenant shall be responsible for all costs and fees charged by following a foreclosure of any holder of an Encumbrance to prepare or negotiate an SNDAsuch interest.

Subordination. This Lease is expressly made subject and subordinate to ------------- all ground or underlying 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 mortgage, such lease or the holder or holders of any such mortgage or deed of trusttrust 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 leaseor underlying leases, underlying lease mortgages or like encumbrance affecting any part deeds of trust which may hereafter be executed covering the Property Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such subordination shall only be effective, as to future Encumbrances, if the holder lender or other party will not disturb Tenant's right of the Encumbrance agrees that possession under this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as if Tenant is not then or thereafter in default beyond breach of any applicable cure periods under covenant or provision of this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlordagrees, within ten (10) Business Days days after Landlord's written request therefor therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing or necessary or proper to assure the subordination of this Lease with respect to any such Encumbrance and mortgages, deed of trust, or leasehold estates. Tenant agrees that in the nondisturbance agreement of event any proceedings are brought for the holder foreclosure of any such Encumbrance. If the interest mortgage or deed of Landlord in the, Property is transferred pursuant to trust or any deed in lieu of proceedings for enforcement of any Encumbrancethereof, Tenant shall immediately and automatically to attorn to the new ownerpurchaser 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, and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease shall continue in full force and effect as a direct lease between the transferee to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant on shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder provisions of any Encumbrance existing at the date of current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease pursuant to and the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect obligations of the validity Tenant hereunder in the event of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare foreclosure proceeding or negotiate an SNDAsale.

Subordination. Landlord represents to Tenant that there are no current mortgages or deeds of trust encumbering the Building or Project. This Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances 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 trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground leaselease or underlying leases (collectively, "MORTGAGEES"), require in writing that this Lease be superior thereto. In consideration of, and as a condition precedent to, Tenant's agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Building or the Project or to the lien of any first mortgage or trust deed, hereafter enforced against the Building or the Project and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a commercially reasonable non-disturbance agreement (the "SNDA") executed by the landlord under such ground lease or underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of such mortgage or trust deed, as appropriate, recognizing this Lease, any successor Landlord's obligation to perform hereunder, and Tenant's right to offset Rent pursuant to the Encumbrance terms of this Lease. Tenant covenants and agrees that this Lease shall survive in the termination 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 subject to the terms of the Encumbrance SNDA, 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), so by lapse such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided that, subject to the terms of timethe SNDA, foreclosure such lienholder or otherwise purchaser or ground lessor shall agree to accept this Lease, perform Landlord's obligations, recognize Tenant's rights and obligations, and not to disturb Tenant's occupancy, so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided timely pays the rent and observes and performs the terms, covenants and conditions of the preceding sentence are satisfied, this Lease to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall execute and deliver to Landlordshall, within ten (10) Business Days after written days of request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease with respect to any such Encumbrance mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the nondisturbance agreement obligations of the holder Tenant hereunder in the event of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to foreclosure proceeding or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAsale.

Subordination. This Lessee agrees that this Lease is expressly made subject shall, at the option of ------------- Lessor, be subjected and subordinate subordinated to ------------- any mortgage, deed of trust, ground leaseor other instrument of security, underlying lease which has been or like encumbrance affecting shall be placed and this subordination is hereby made effective without any part further act of Lessee or Lessor. The Lessee shall, at any time hereinafter, on demand, execute any instruments, releases or other documents that may be required by any mortgage, mortgagor, or trustor or beneficiary under any deed of trust or other instrument of security. If Lessee fails to execute and deliver any such documents or instruments, Lessee irrevocably constitutes and appoints Lessor as Lessee's special attorney-in-fact to execute and deliver any such documents or instruments. However, the Property or any provisions of this Paragraph 21 shall not be effective with respect to the interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedany successor to Lessor unless and until such successor shall have delivered to Lessee a written non-disturbance agreement for the benefit of Lessee, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees effect that this Lease shall survive not be terminated in the termination event of the Encumbrance by lapse of time, any default under any ground lease or underlying lease or any foreclosure or otherwise sale pursuant to the terms of any mortgage or deed of trust, so long as Tenant Lessee is not in default beyond any (after the expiration of all applicable cure periods periods) under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, and Lessee agrees to attorn to and become the Lessee of Lessor's successor. In addition, Lessor shall use its best efforts to obtain such a Subordinationwritten non-disturbance agreement from all existing lienholders having an interest in the Premises. So long as Lessee pays all rentals required hereunder and observes and performs all of the covenants, Attornment conditions and Non-Disturbance Agreement (provisions on Lessee's part to be observed and performed hereunder, Lessee shall have quiet possession of the "SNDA") from Premises for the holder of any Encumbrance existing at the date of this entire Lease pursuant term, subject to all the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease is expressly The Originator shall have the right to receive, and the Buyer shall make, any and all payments and prepayments relating to the loans made subject and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedSubordinated Note, Tenant shall execute and deliver to Landlordprovided that, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect giving effect to any such Encumbrance and payment or prepayment, the nondisturbance agreement aggregate Outstanding Balance of Receivables (as each such term is defined in the holder Purchase Agreement) owned by the Buyer at such time exceeds the sum of (i) the Aggregate Unpaids (as defined in the Purchase Agreement) outstanding at such time under the Purchase Agreement, plus (ii) the aggregate outstanding principal balance of all loans made under this Subordinated Note. The Originator hereby agrees that at any such Encumbrance. If time during which the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Leasethe proviso of the immediately preceding sentence shall not be satisfied, the Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of the Buyer owing to the Purchaser under that certain Receivables Purchase Agreement, dated as of October 3, 2016 by and among the Buyer, Sensient Technologies Corporation, as initial Servicer, and Xxxxx Fargo Bank, National Association, as the “Purchaser” (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Landlord agrees The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Purchaser and/or any of its permitted assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which the “Aggregate Capital” outstanding under the Purchase Agreement has been repaid in full and all other obligations of the Buyer 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, by its acceptance hereof, the Originator shall be deemed to use reasonable good faith efforts to obtain within 60 days after execution have agreed not institute against the Buyer any proceeding of the type described in the definition of “Event of Bankruptcy” in the Sale Agreement unless and until the Termination Date has occurred. Should any payment, distribution or security or proceeds thereof be received by the Originator in violation of this LeaseSection 4, a Subordinationsuch payment shall be segregated, Attornment received and Non-Disturbance Agreement (held in trust for the "SNDA") from benefit of, and deemed to be the holder of any Encumbrance existing at the date of this Lease pursuant property of, and shall be immediately paid over and delivered to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect Purchaser for the validity benefit of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAthe Senior Claimants.

Subordination. This Lease is expressly made subject and subordinate Landlord covenants to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of obtain from each lender the security for whose loan encumbers the Property or any interest at the time of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination execution of this Lease with respect or at any time prior to any such Encumbrance the Rent Commencement Date ("Lender"), and from each lessor whose interest in the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant paramount to Landlord's at the time of execution of this Lease or at any time prior to the Rent Commencement Date ("Overlessor"), an executed agreement ("Nondisturbance Agreement") assuring Tenant that notwithstanding any default by Landlord to the Lender or Overlessor, or any foreclosure or deed in lieu of proceedings for enforcement of any Encumbrancethereof (or Overlessor's termination proceedings), Tenant shall immediately and automatically attorn to the new owner, and Xxxxxx's rights under this Lease shall continue in full force and effect and its possession of the Property shall remain undisturbed so long as Tenant is not in Material Default hereunder so as to permit termination of its right to possession. Tenant will, upon request, be a direct lease between party to such an agreement, and will agree that if such Lender or Overlessor succeeds to the transferee interest of Landlord, Tenant will attorn to and Tenant on recognize said party as its Landlord under the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant Such agreement(s) shall be responsible for all costs in the form reasonably acceptable to Tenant; provided, however, Xxxxxx agrees that the form of the Subordination, Non-Disturbance and fees charged by Attornment Agreement attached hereto as Exhibit E is acceptable. --------- Tenant agrees to subordinate this Lease to any holder ground lease, deed of an Encumbrance trust or mortgage encumbering the Property, any advances made on the security thereof and any renewals, modifications, consolidations or extensions thereof, whenever made or recorded, provided that such ground lessor or mortgagee executes a Nondisturbance Agreement in a form reasonably acceptable to prepare Tenant or negotiate an SNDAin the form attached hereto as Exhibit E. If any ground lessor, beneficiary or --------- mortgagee elects to make this Lease prior to the lien of its ground lease, deed of trust or mortgage and gives written notice thereof to Tenant, this Lease shall be deemed prior to such ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of said ground lease, deed of trust or mortgage or the date of recording thereof.

Subordination. This Lease is expressly made shall be subject and subordinate at all times to ------------- the Ground Lease, and to the lien of any mortgages or deeds of trust now placed on or against the Premises or on Landlord's interest or estate therein, or portion thereof, without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided, however, that at the election of Stanford, or the deed of trust holder, as the case may be and so long as Tenant is not in default, the terms of the Lease shall not be affected by termination proceedings in respect to the Ground Lease or foreclosure or other proceedings under such mortgages or deeds of trust. Tenant hereby agrees at the written request of Stanford University under such Ground Lease or the purchaser of the Premises in such foreclosure or other proceedings, to attorn to Stanford University or to such purchaser or, at Stanford University's or such purchaser's option, 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; so long as the landlord under such attornment recognizes all Tenant's rights hereunder. This Lease shall also be subject to or subordinate to any lien, mortgage, deed of trust, ground leaseor security interest hereafter affecting the Premises, underlying lease or like encumbrance affecting and Tenant shall execute any part documents subordinating this Lease at the request of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of such lien as security interest, provided that lender or other holder of the Encumbrance agrees interest to which this Lease shall be subordinated executes a recognition and non-disturbance agreement with Tenant which (i) provides that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise not be terminated so long as Tenant is not in default beyond under this Lease and (ii) recognizes all of Tenant's rights hereunder. Further, Tenant shall have no obligation to attorn to any applicable cure periods successor-in-interest nor to execute any documents evidencing attornment, unless the successor-in-interest or ground lessor in question assumes, in writing, all of the obligations of the Landlord under this Lease. Provided Landlord shall not amend the conditions terms of the preceding sentence are satisfiedGround Lease to increase or expand Tenant's obligations or diminish Tenant's rights under the Lease without the consent of Tenant, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA which shall not affect the validity of this Leasebe unreasonably withheld. Tenant shall not be responsible for all costs and fees charged by obligated to perform any holder of an Encumbrance to prepare increased or negotiate an SNDAexpanded obligations if Tenant has not consented.

Subordination. This Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against Landlord's interest in 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 trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedunderlying leases, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall survive the termination of the Encumbrance by lapse of timeagree to accept this Lease and not disturb Tenant's occupancy, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided timely pays the rent and observes and performs the terms, covenants and conditions of the preceding sentence are satisfied, this Lease to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall execute and deliver to Landlordshall, within ten (10) Business Days after written business days of request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing execute such further instruments or assurances as Landlord may reasonably deem necessary (or as may be customarily required generally by lienholders or lessors) to evidence or confirm the subordination or superiority of this Lease with respect to any such Encumbrance mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the nondisturbance agreement obligations of the holder Tenant hereunder in the event of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to foreclosure proceeding or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Leasesale. Landlord agrees to use provide Tenant with commercially reasonable good faith efforts non-disturbance agreement(s) relating to obtain within 60 days all of Tenant's interest in the Project, this Lease and its rights hereunder in favor of Tenant from any ground lessors, mortgage holders and deed of trust beneficiaries of Landlord who come into existence at any time after execution of this LeaseLease and prior to expiration of the Lease Term, in consideration of, and as a Subordinationcondition precedent to, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant Tenant's agreement to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of subordinate its interest in this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease is expressly made and all rights of Tenant hereunder are subject and subordinate to ------------- (i) any mortgageand all ground leases or underlying leases that now or hereafter affect any portion of the Demised Premises, deed the Building, or the land situated beneath the Building, and (ii) any and all deeds of trust, ground lease, underlying lease mortgages and other instruments of security that now or like encumbrance affecting hereafter affect any part portion of the Property aforesaid leases, the Demised Premises, the Building, or the land situated beneath the Buildings, and (iii) any interest and all increases, renewal, modifications, consolidations, replacements and extensions of any such leases, deeds of trust, mortgages or instruments of security, and all advances made on the security of the foregoing. This provision is hereby declared by Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedand Tenant to be self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant, without expense to Landlord, shall, however, upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instruments and certificates that in the judgement of Landlord may be necessary or proper to confirm or evidence such subordination shall only be effective, as to future Encumbrances, if subordination. Notwithstanding the holder generality of the Encumbrance foregoing provisions of this paragraph, Tenant agrees that any lessor or mortgagee described in this paragraph shall have the right at any time to subordinate any such ground leases, underlying leases, deeds of trust, mortgages or other instruments of security to this Lease on such terms and subject to such conditions as such lessor or mortgagee may deem appropriate in its discretion. Tenant further covenants and agrees upon demand by Landlord's mortgagee at any time, before or after the institution of any proceedings for the foreclosure of any such deeds of trust, mortgages or other instruments of security, or sale of the Building pursuant to any such deeds of trust, mortgages or other instruments of security, to attorn to such purchaser upon any such sale and to recognize such purchaser as Landlord under this Lease, which covenant shall survive any such foreclosure sale or trustee's sale. Tenant shall upon demand at any time or times, before or after any such foreclosure sale or trustee's sale, execute, acknowledge, and deliver to Landlord's mortgagee any and all instruments and certificates that in the termination judgment of Landlord's mortgagee may be necessary or proper to confirm or evidence such attornment and Tenant hereby irrevocably authorizes Landlord's mortgagee to execute, acknowledge and deliver any such instruments and certificates on Tenant's behalf. Notwithstanding the foregoing, Tenant shall be entitled to the continued use and occupancy of the Encumbrance by lapse Demised Premises pursuant to the terms of time, foreclosure or otherwise this Lease so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10monetary or technical) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAherein.

Subordination. This Lease is expressly made subject and subordinate to ------------- ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the Premises, to any mortgagecovenants, deed conditions or restrictions of trustrecord, ground leaseand to all renewals, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")modifications, consolidations, replacements and extensions thereof; provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder or holders of the any such Encumbrance agrees (“Holder”) require that this Lease be prior and superior thereto, within seven (7) business days after written request of Landlord to Tenant, Tenant shall survive execute, have acknowledged and deliver all documents or instruments, in commercially reasonable form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that with respect to Encumbrances created after the Effective Date, in the event of termination of any such lease or upon the Encumbrance by lapse foreclosure of timeany such mortgage or deed of trust, foreclosure or otherwise so Holder agrees to recognize Tenant’s rights under this Lease as long as Tenant is not then in default beyond any applicable notice and cure periods under this Leaseperiod. Provided the conditions of the preceding sentence are satisfiedWithin seven (7) business days after Landlord’s written request, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor any commercially reasonable documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so subordinated to such Encumbrance. Notwithstanding anything to the contrary in this Section 20.T, Tenant hereby attorns and in a form reasonably requested by Landlordagrees to attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance. Landlord represents that the Building is not subject to any additional documents evidencing Encumbrance as of the Effective Date. Notwithstanding anything to the contrary herein, the subordination of this Lease with respect to any future Encumbrance shall be conditioned upon the delivery from any such Encumbrance and the nondisturbance agreement future lenders or ground lessors of the holder Premises of a written agreement in commercially reasonable form which provides that in the event of termination of any such Encumbrance. If lease or upon the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement foreclosure of any Encumbrancesuch mortgage or deed of trust, Tenant shall immediately and automatically attorn Holder agrees to the new owner, and recognize Tenant’s rights under this Lease shall continue as long as Tenant is not then in full force default beyond applicable notice and effect as a direct lease between the transferee cure periods and Tenant on the terms and conditions set forth in this Lease. containing such other provisions reasonably required by Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAsuch Holder.

Subordination. This Lease is expressly made subject The Agreement does not limit the present or future amount of other indebtedness, including, without limitation Senior Indebtedness, that the Debtor may incur. Subject to the right of any Senior Indebtedness to be repaid from the income, assets, and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part properties of the Property Debtor to the extent not pledged to the Trustee under the Agreement, nothing contained in the Agreement or any interest of Landlord therein which in this the Note is now existing intended to or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effectiveimpair, as between the Debtor, its creditors and the Noteholder, the obligation of the Debtor to future Encumbrancespay to the Noteholder the amounts due to it as and when the same shall become due and payable in accordance with the terms of the Agreement. Each Noteholder by such Noteholder's acceptance of this Note acknowledges and agrees that the provisions in Article VI of the Agreement are, if the and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created, assumed or acquired before or after the Encumbrance agrees that this Lease shall survive the termination issuance of the Encumbrance by lapse Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of timeSenior Indebtedness shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Leasecontinuing to hold, such Senior Indebtedness DENOMINATIONS; TRANSFER; EXCHANGE The Notes are in registered form, without coupons, in minimum denominations of $5,000 and integral multiples of $1,000 in excess thereof. Provided A Noteholder may transfer Notes in accordance with the conditions Note Agreement. The Trustee may require a Noteholder, among other things, to furnish appropriate endorsements, or provide a written instrument of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and transfer in a form reasonably requested satisfactory to the Trustee duly executed by Landlord, any additional documents evidencing the subordination Noteholder thereof or the Noteholder's attorney-in-fact duly authorized in writing. All notes surrendered for recordation of transfer and exchange shall be cancelled by the Trustee without payment of principal and have no further legal rights or effect. PERSONS DEEMED OWNERS Prior to due presentation of this Lease with respect to Note for registration of transfer, the Trustee and any such Encumbrance and the nondisturbance agreement agent of the holder trustee may treat the person in whose name any Note is registered as the owner of such Note for all purposes, and none of the Trustee, nor any such Encumbrance. If agent of the interest of Landlord in theTrustee, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn be affected by notice to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAcontrary.

Subordination. This Lease is expressly made subject All obligations of MSSC under this Agreement are, and at all times hereafter will be, junior and subordinate in right of payment and exercise of remedies to ------------- any mortgage, deed the indefeasible prior payment in full in cash of trust, ground lease, underlying lease or like encumbrance affecting any part all obligations owed in respect of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded Senior Debt ("Encumbrance"as defined below); provided, however, that such . The subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that obligations under this Lease shall survive Agreement is for the termination benefit of all holders of Senior Debt from time to time, whether such Senior Debt is outstanding on the date hereof or incurred, created or arising hereafter. Upon the occurrence and during the continuance of any default or event of default under any Senior Debt, MSSC will not make, and, provided the Companies and Xxxxxxx (together, the "SUBORDINATED PARTIES") have received notice of such default or event of default, the Subordinated parties will to accept or receive or take any action to collect, any payment of any portion of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods obligations under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease Agreement until all obligations with respect to such Senior Debt have been indefeasibly discharged in full in cash. Should any such Encumbrance and payment, distribution, security, or proceeds thereof be received by the nondisturbance agreement Subordinated Parties contrary to the terms hereof, the Subordinated Parties shall immediately upon demand deliver the same to the holders of the holder Senior Debt in precisely the form received (except for endorsement or assignment of any such Encumbrancethe Subordinated Parties where necessary), for application on or to secure the Senior Debt, whether it is due or not due, and until so delivered the same shall be held in trust by the Subordinated Parties as property of the holders of the Senior Debt. If Nothing in this Section 9.15 shall prohibit the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately Subordinated Parties from receiving and automatically attorn retaining amounts due to the new ownerSubordinated Parties hereunder, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing provided that at the date of this Lease pursuant time such amount is paid to the provisions contained above; provided, Landlord's failure to obtain an SNDA Subordinated Parties there shall not affect the validity have occurred or be continuing any default or event of this Lease. Tenant shall be responsible for all costs and fees charged by default under any holder of an Encumbrance to prepare or negotiate an SNDASenior Debt.

Subordination. This Lease is expressly made subject and shall, at the Lessor's option, be either superior or subordinate to ------------- any mortgagemortgages or deeds of trust on the Premises, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is whether now existing or hereafter executed hereinafter created and subject to receipt by the Lessee of a non-disturbance agreement from such lender(s). The Lessee shall, within 10 business days following written demand by the Lessor, execute such commercially reasonable instruments as may be required, from time to time, to subordinate the rights and interest of the Lessee under this Lease to the lien of any mortgage or recorded ("Encumbrance")deed of trust on the Building; provided, however, provided however that such subordination instruments shall only be effectivesubject to Lessor’s Conditions. No such instruments shall waive any rights of Lessee, as to future Encumbrancesor increase any of Lessee’s obligations, if the holder of the Encumbrance agrees that under this Lease shall survive the termination of the Encumbrance by lapse of timeLease. Notwithstanding any such subordination, foreclosure or otherwise so long as Tenant the Lessee is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedhereunder, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue not be terminated or the Lessee's quiet enjoyment of the Premises disturbed in full force the event such mortgage or deed of trust is foreclosed. In the event of such foreclosure, the Lessee shall thereupon become a Lessee of, and effect as a direct lease between attorn to, the transferee and Tenant successor in interest to the Lessor on the same terms and conditions set forth as are contained in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this LeaseNotwithstanding the foregoing, Lessor shall provide Lessee with a Subordination, Attornment and Non-Disturbance Agreement and Subordination agreement in a commercially reasonable form from any future mortgages, ground lessors or other financing entities as a condition precedent to any future subordination of the Lease. Lessor agrees that all of Lessee’s machinery, equipment, inventory, or other personal property (“Lessee’s Property”) which may be located on the "SNDA") Premises shall remain the personal property of the Lessee and shall not become a fixture or part of the realty notwithstanding anything to the contrary set forth in the Lease or that may be implied by law from the holder mode of attachment, installation or otherwise. Lessor further agrees that any Encumbrance existing at the date lien or security interest Lessor may claim against any of this Lease pursuant Lessee’s Property is subordinated to the provisions contained above; providedany lien or security interest now or subsequently held by Lender in any of such property. Upon request, LandlordLessor agrees to execute a commercially reasonable subordination agreement and/or lien waiver form in favor of Lessee's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAlender.

Subordination. This Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of underlying leases, require in writing that this Lease be superior thereto (collectively, the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("EncumbranceSuperior Holders"); provided, however, that such subordination shall only be effective, as in consideration of and a condition precedent to future Encumbrances, if the holder of the Encumbrance agrees that Tenant’s agreement to subordinate this Lease to any mortgage, trust deed or other encumbrances shall survive be the termination receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form and with terms and conditions consistent with similar agreements then being provided to tenants of comparable space to the Encumbrance by lapse of timePremises in First Class Life Science Projects, foreclosure or otherwise which requires such Superior Holder to accept this lease, and not to disturb tenant’s possession, so long as Tenant is not in default beyond any applicable notice and cure periods (a "SNDAA"). Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree (in a written document signed by such lienholder or purchaser or ground lessor) to accept this Lease and not disturb Tenant's occupancy, so long as Tenant is not in default beyond applicable notice and cure periods. Provided the conditions of the preceding sentence are satisfied, Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall execute and deliver to Landlordshall, within ten (10) Business Days after written business days of request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrancemortgages, trust deeds, ground leases or underlying leases. If the interest of Conversely, at Tenant's request, Landlord in theshall diligently seek an SNDAA from its Superior Holders and, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after by execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder Tenant requests Landlord to do so with respect to any existing Superior Holders as of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's Lease. Tenant’s failure to obtain an SNDA timely execute, acknowledge and deliver a SNDAA or other instrument requested by Landlord under this Article 18 shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.not

Subordination. This Tenant agrees to subordinate this Lease is expressly made subject and subordinate to ------------- the lien of any mortgage, deed of trust, ground lease, underlying lease mortgage or like encumbrance affecting any part of the Property or any interest of Landlord therein which is mortgages now existing or hereafter executed or recorded ("Encumbrance")placed upon Landlord's interest in the Premises; provided, however, that Landlord, at its expense, shall procure from any such subordination shall only be effectivemortgagee an agreement, as in writing, in form and substance reasonably acceptable to future EncumbrancesTenant, if the holder of the Encumbrance agrees providing in substance that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise (a) so long as Tenant substantially performs the obligations imposed upon Tenant hereunder within the applicable grace or cure period, its tenancy will not be disturbed, nor its rights under this Lease affected by, any default under such mortgage nor shall Tenant be named as a defendant in any foreclosure proceeding, and (b) in the event of any foreclosure under any such mortgage or deed of trust, or a granting of a deed in lieu thereof, any such mortgagee or purchaser of Landlord's interests through foreclosure sale or deed in lieu thereof shall permit the insurance proceeds and condemnation awards to be used for any restoration and repair required under ARTICLES XV and XVI hereof. Landlord, at its expense, shall procure such executed agreement from any existing mortgagee of the Premises on or before the Date of Occupancy. Tenant shall in the event of the sale or assignment of Landlord's interest in the Premises, or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under, any mortgage covering the Premises and to which this Lease is not in default beyond any applicable cure periods subordinated as required herein, attorn to and recognize such mortgagee (or the purchaser of such mortgagee's interest) as Landlord under this Lease. Provided the conditions Tenant shall, following receipt of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and therefor, execute all reasonable documents necessary to evidence such attornment, provided that (a) such documents are in a form and substance reasonably requested acceptable to Tenant and (b) Tenant has received the nondisturbance-agreement required above and there exists no default thereunder by Landlord, any additional documents evidencing such mortgagee (or the subordination purchaser of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlordmortgagee's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAinterest).

Subordination. This Lease is expressly made subject To subordinate. in all respects, any and subordinate all present and future indebtedness, obligations, liabilities, claims, rights, and demands of any kind which may be owed, now or hereafter, from any person or entity to ------------- the Corporation to all present and future indebtedness, obligations, liabilities, claims, rights, and demands of any mortgagekind which may be owed, deed now or hereafter, from such person or entity to Lender ("Subordinated Indebtedness"), together with subordination by the Corporation of trustany and all security interests of any kind, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is whether now existing or hereafter executed acquired, securing payment or recorded ("Encumbrance")performance of the Subordinated Indebtedness; provided, however, that all on such subordination shall only terms as may be effectiveagreed upon between the Corporation's Officers and Lender and in such amounts as in his or her judgment should be subordinated. NEGOTIATE ITEMS. To draw, as endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to future Encumbrancesor belonging to the Corporation or in which the Corporation may have an interest, if and either to receive cash for the holder same or to cause such proceeds to be credited to the Corporation's account with Lender, or to cause such other disposition of the Encumbrance agrees that this Lease shall survive proceeds derived therefrom as he or she may deem advisable FURTHER ACTS. In the termination case of the Encumbrance by lapse lines of timecredit, foreclosure to designate additional or otherwise so long alternate Individuals as Tenant is not being authorized to request advances under such lines, and in default beyond all cases, to do and perform such other acts and things, to pay any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedend ail fees and costs, Tenant shall and to execute and deliver such other documents and agreements, including agreements waiving the right to Landlorda trial by jury, within ten (10) Business Days after written request therefor by Landlord and as the officer may in a form his or her discretion deem reasonably requested by Landlord, any additional documents evidencing necessary or proper in order to carry into effect the subordination provisions of this Lease with respect Resolution. The following person currently is authorized to any such Encumbrance request advances and authorize payments under the nondisturbance agreement line of credit until Lender receives from the Corporation, at Lender's address shown above, written notice of revocation of his or her authority: JASON REES, VICE PRESIDENT OF PYRAMID BREWERIES INC. ASSUMED BUSINESS NAMEX. Xxx Xxxporation has filed or recorded all documents or filings required by low relating to all assumed business names used by the Corporation. Excluding the name of the holder Corporation. the following is a complete list of any such Encumbrance. If all assumed business names under which the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.Corporation does business: None..

Subordination. This Subject to Tenant's receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease is expressly made shall be subject and subordinate to ------------- all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of trustsuch mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedunderlying leases, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees require in writing that this Lease shall survive the termination be superior thereto. As of the Encumbrance by lapse date of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease, Landlord covenants that no deed of trust or ground or underlying lease encumbers the Building or Project. Provided Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s) (the conditions "NONDISTURBANCE AGREEMENT") in favor of Tenant from any ground lessor, mortgage holders or lien holders of Landlord who later come into existence at any time prior to the expiration of the preceding sentence are satisfiedLease Term shall be in consideration of, Tenant shall execute and deliver a condition precedent to, Tenant's agreement to Landlord, within ten (10) Business Days after written request therefor be bound by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination TCCs of this Lease with respect ARTICLE 18. With regard to such Nondisturbance Agreement, Tenant's only cost in connection therewith shall be its internal review costs (including any such Encumbrance and legal fees incurred in connection therewith, whether internally or externally sourced). Such commercially reasonable Nondisturbance Agreements shall include the nondisturbance agreement of the holder obligation of any such Encumbrance. If successor ground lessor, mortgage holder or lien holder to (i) recognize Tenant's rights to offset certain amounts against Base Rent due hereunder to the interest of Landlord in the, Property is transferred extent expressly permitted pursuant to or in lieu the TCCs of proceedings for enforcement this Lease, (ii) recognize Landlord's obligations to comply with the TCCs of any Encumbrancethis Lease, Tenant shall immediately and automatically attorn (iii) recognize Tenant's rights to the new owner, and this Lease shall continue in full force and effect otherwise receive certain credits against Rent as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease, and (iv) recognize Tenant's option to purchase the Premises pursuant to the TCCs of ARTICLE 30. Landlord Subject to Tenant's receipt of such a Nondisturbance Agreement, 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 use reasonable good faith efforts attorn, without any deductions or set-offs whatsoever, to obtain within 60 days after execution of the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, a Subordinationprovided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, Attornment so long as Tenant timely pays the rent and Non-Disturbance Agreement (observes and performs the "SNDA") from the holder of any Encumbrance existing at the date TCCs of this Lease pursuant to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within fifteen (15) business days of request by Landlord, execute such further instruments or 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 in accordance with the TCCs of this ARTICLE 18. Subject to Tenant's receipt of the Nondisturbance Agreement described herein, Tenant waives the provisions contained above; providedof any current or future statute, Landlord's failure rule or law which may give or purport to obtain an SNDA shall not give Tenant any right or election to terminate or otherwise adversely affect this Lease and the validity obligations of this Lease. the Tenant shall be responsible for all costs and fees charged by hereunder in the event of any holder of an Encumbrance to prepare foreclosure proceeding or negotiate an SNDAsale.

Subordination. This Lease is expressly made subject The Subordinate Liabilities and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part all of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedliens, howeversecurity interests, that such subordination shall only be effectiverights, as to future Encumbrancesremedies, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of timeterms, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the covenants and conditions of the preceding sentence are satisfiedSubordinate Loan Documents (including without limitation, Tenant shall execute and deliver provisions relating to Landlordpayments, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlordprepayments, any additional documents evidencing the subordination assignment of this Lease rents, rights with respect to any such Encumbrance insurance proceeds and condemnation awards) shall at all times be and remain in all respects irrevocably and unconditionally subject, subordinate and junior to the Senior Liabilities and all liens, security interests, rights, remedies, terms, covenants and conditions of the Senior Loan Documents and to the rights and interests of the Agent and the nondisturbance agreement Senior Banks therein. To and until the Senior Liabilities have been paid in full in cash and the Senior Loan Documents terminated and released, if any provision of the holder Subordinate Loan Documents are inconsistent with the provisions hereof or of any such Encumbrance. If the interest of Landlord in theSenior Loan Documents, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions hereof and/or of the Senior Loan Documents shall govern and control. The parties hereto covenant and agree that, except as specifically set forth in the immediately succeeding sentence and on Exhibit B attached hereto and made a part hereof by this Leasereference, the payment of all Subordinate Liabilities shall be postponed, deferred and subordinated to the prior payment in full in cash of all the Senior Liabilities, and no payments of any kind, or other distributions whatsoever on account of any Subordinate Liabilities, shall be made, nor shall any property or assets of the Company or any guarantor of the Subordinate Liabilities be applied to the payment, purchase, reduction, other acquisition or retirement of any Subordinate Liabilities until payment in full in cash of all the Senior Liabilities. Landlord agrees Notwithstanding the foregoing restriction and anything else contained herein to use reasonable good faith efforts to obtain within 60 days after execution the contrary, the Company may make any and all regularly scheduled payments of interest on the Subordinate Liabilities, so long as, but only so long as, the Company is then in compliance with each of the conditions for payment set forth on Exhibit B and each of the other terms of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDASubordination Agreement.

Subordination. This Lease is expressly made subject and subordinate to ------------- any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("“Encumbrance"”); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this LeaseLease and provided the holder provides Tenant with a non-disturbance agreement reasonably satisfactory to Tenant. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten fifteen (1015) Business Days days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the a nondisturbance agreement of the holder of any such EncumbranceEncumbrance (including, without limitation, any judicial foreclosure or foreclosure by a power of sale in a deed of trust) in a form reasonably acceptable to Tenant. If the interest of Landlord in the, the Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to shall, at the request of the new owner, immediately attorn to and become the tenant of the new owner as if this Lease had not terminated, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this LeaseLease and, at such new owner’s request, shall execute a Subordination, Attornment and Non-Disturbance Agreement (new lease confirming the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity lease terms of this Lease. Tenant In furtherance of the foregoing, any such successor to the Landlord shall not be responsible liable for all costs and fees charged by any holder offsets, defenses, claims, counterclaims, liabilities or obligations of an Encumbrance the “landlord” under the Lease accruing prior to prepare or negotiate an SNDAthe date that such new owner exercises its rights pursuant to the preceding sentence.

Subordination. This Lease is expressly made subject and subordinate to ------------- all security liens, mortgages, deeds of trust and related financing instruments which may now or hereafter affect the Premises or the Project, and to all renewals, modifications, consolidations, replacement, amendments and extensions thereof, unless Lessor or any lender secured by a mortgage, deed of trust or similar security instrument elects to make this Lease superior to same, which it may do at its option. Lessee shall execute within fifteen (15) days after request any commercially reasonable certificate, subordination agreement, priority agreement or other form of instrument in confirmation of such subordinate or superior status that Lessor may request. Lessee hereby irrevocably appoints Lessor its attorney in fact to execute and deliver any such instrument on behalf of Lessee, if Lessee fails or refuses to execute or deliver same as required hereby. Lessee shall also execute within fifteen (15) days after request an agreement with any lender pursuant to which Lessee agrees to give such lender notice of any default by Lessor pursuant to this Lease, agrees to accept performance by such lender of appropriate curative action, and agrees to give such lender a minimum period of thirty (30) days after Lessee's notice to such lender for the lender to cure Lessor's default. Lessee hereby irrevocably appoints Lessor its attorney in fact to execute and deliver any such instruments on behalf of Lessee, if Lessee fails or refuses to execute or deliver same as required hereby. Notwithstanding anything to the contrary in the Lease, the Lease shall not be subject to or subordinate to any ground or underlying lease or to any lien, mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any security interest of Landlord therein which is now existing or hereafter executed affecting the Premises, nor shall Lessee be required to execute any documents subordinating this Lease, unless the ground lessor, lender, or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the other holder of the Encumbrance agrees that interest to which this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute be subordinated executes a recognition and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of in substantially the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect form attached as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement Exhibit "F" (the "SNDA") from ). Prior to April 1, 2001, Lessor shall cause all mortgagees, lenders, ground lessors and other parties currently holding a mortgage lien security interest affecting the holder of any Encumbrance existing at the date of this Lease pursuant Building to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate execute an SNDA.

Subordination. 23.1 This Lease is expressly made and Tenant’s rights hereunder are and will remain subject and subordinate to ------------- any ground lease, mortgage, deed of trusttrust or any other hypothecation for security now or hereafter placed upon the real property of which the Premises are a part (the “Property”), ground leaseand to all increases, underlying lease or like encumbrance affecting any part renewals, modifications, consolidations, replacements, and extensions thereof (collectively referred to as the “Mortgage”). If the holder of a Mortgage becomes the owner of the Property or any interest by reason of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions acceptance of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or deed in lieu of proceedings for enforcement of any Encumbranceforeclosure, at such holder’s election Tenant shall immediately and automatically attorn will be bound to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the such holder or its successor-in-interest under all terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and NonTenant will be deemed to have attorned to and recognized such holder or successor as Landlord’s successor-Disturbance Agreement (in-interest for the "SNDA") from remainder of the Lease Term or any extension thereof. The foregoing is self-operative and no further instrument of subordination and/or attornment will be necessary unless required by Landlord or the holder of a Mortgage, in which case Tenant will, within fourteen (14) days after written request, execute and deliver without charge any Encumbrance existing at documents reasonably required by Landlord or such holder in order to confirm the date subordination and attornment set forth above. No indemnification obligation of Landlord under this Lease pursuant shall be assumed by or binding upon any such Mortgage holder. Should the holder of a Mortgage request that this Lease and Tenant’s rights hereunder be made superior, rather than subordinate, to the Mortgage, then Tenant will, within fourteen (14) days after written request, execute and deliver without charge such agreement as may be reasonably required by such holder in order to effectuate and evidence such superiority of the Lease to the Mortgage. If Landlord has made an assignment of rents and leases to the Mortgage holder, Tenant agrees to be comply with any provisions contained above; provided, Landlord's failure of such assignment requiring the payment of rents to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAMortgage holder.

Subordination. This Lease is expressly made shall be subject and subordinate subordinated at all times to ------------- the terms of any mortgageand all ground or underlying leases which now exist or may hereafter be executed affecting the Leased Premises, deed Building, or the Project and to the liens of trustany and all mortgages or deeds of trust in any amount or amounts whatsoever, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is whether now existing or hereafter created, encumbering all or any combination of the Leased Premises, the Building or the Project, without the necessity of having further instruments executed by the Tenant to effect such subordination. In furtherance thereof, Tenant acknowledges that Landlord shall not have the authority without first obtaining the written consent of any mortgagee, to consent to the cancellation or recorded ("Encumbrance"); providedsurrender of this lease, howeveror accept prepayment of rents, that such subordination shall only be effectiveissues or profits under the lease, other than as provided for in this Lease, nor to modify this Lease so as to future Encumbrancesshorten the term, if decrease the holder rent, accelerate the payment of rent, or change the terms of any renewal option, and any such purported assignment, cancellation, surrender, prepayment or modification made without the written consent of the Encumbrance agrees that this Lease mortgagee shall survive be void as against the termination of mortgagee. Notwithstanding the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedforegoing, Tenant shall has executed the Subordination Non-Disturbance and Attornment Agreement attached hereto as Exhibit D and covenants and agrees to execute and deliver upon demand such further instruments, evidencing such subordination of this Lease to Landlord, within ten (10) Business Days after written request therefor by Landlord such ground or underlying leases and in a form to the lien of any and all such mortgages or deeds of trust as may be reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately fail to execute and automatically attorn deliver such instruments within fifteen (15) days of Landlord’s request, Landlord is hereby granted power of attorney to execute such instruments in the new ownername of Tenant as the act and deed of Tenant, and this Lease shall continue in full force authorization is hereby declared to be coupled with an interest and effect as a direct lease between is irrevocable during the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity term of this Lease. Tenant shall be responsible In the event of termination, for all costs and fees charged by any reason whatsoever, of any underlying lease, or if the Leased Premises, Building or Project is sold to a purchaser, or any mortgage holder or holder of an Encumbrance deed of trust succeeds to prepare ownership of the Leased Premises, Building or negotiate an SNDAProject by reason of a foreclosure, deed in lieu therefor or otherwise, then Tenant shall, at such successor’s request, be and become the tenant of such underlying landlord, purchaser, mortgagee or holder of deed of trust and shall attorn to same under this Lease.

Subordination. This Lessee agrees that this Lease is expressly and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject and subordinate to ------------- any such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, ground leaseor any similar method of financing or refinancing, underlying lease or like encumbrance affecting placed by Lessor against any part of the Property or Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant thereon. If Lessor is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordinationupon written request by Lessor, Attornment and Non-Disturbance Agreement (the "SNDA") Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of any Encumbrance existing at such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the date existence of this Lease pursuant and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to the provisions contained above; providedgive Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, Landlord's failure to obtain an SNDA and (iii) agreeing that casualty proceeds and condemnation process shall not affect the validity of be applied in accordance with this Lease. Tenant shall be responsible Initialed for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.identification by: Lessor Lessee

Subordination. This Lease is expressly made subject and all rights of Tenant hereunder shall be, at the option of Landlord, subordinate to ------------- (a) all matters of record, (b) all ground leases, overriding leases and underlying leases (collectively referred to as the "leases") of the Building or the Property now or hereafter existing, (c) all mortgages and deeds of trust (collectively referred to as the "mortgages") which may now or hereafter encumber or affect the Building or the Property, and (d) all renewals, modifications, amendments, replacements and extensions of leases and mortgages and to spreaders and consolidations of the mortgages, whether or not leases or mortgages shall also cover other lands, buildings or leases. The provisions of this Article 21.1 shall be self-operative and no further instruments of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any mortgageinstrument that Landlord, deed of trust, ground lease, underlying the lessor under any lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees any mortgage or any of their respective assigns or successors in interest may reasonably request to evidence such subordination provided that this Lease Landlord shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise diligently attempt to obtain from such party an agreement not to disturb Tenant's occupancy so long as Tenant is not in default beyond any applicable cure periods hereunder, on a form customarily used by, or otherwise reasonably acceptable to, such party. Any lease to which this Lease is subject and subordinate is called a "Superior Lease" and the lessor under a Superior Lease or its assigns or successors in interest is called a "Superior Lessor". Any mortgage to which this LeaseLease is subject and subordinate is called a "Superior Mortgage " and the holder of a Superior Mortgage is called a "Superior Mortgagee". Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to If Landlord, a Superior Lessor or a Superior Mortgagee requires that such instruments be executed by Tenant, Tenant's failure to do so within ten (10) Business Days days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination shall be deemed an Event of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of Default under this Lease. Tenant waives any right to terminate this Lease because of any foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord (and any successor Landlord) as Tenant's attorney-in-fact, with full power of substitution coupled with an interest, to execute and deliver to any Superior Lessor or Superior Mortgagee any documents required to be executed by Tenant for and on behalf of Tenant if Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance have failed to prepare or negotiate an SNDAdo so within ten (10) days after request therefore.

Subordination. This Lease is expressly made subject and subordinate to ------------- all present and future ground or underlying leases of the Real Property and to the lien of any mortgagemortgages or trust deeds, deed now or hereafter in force against the Real Property and the Building, 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 trustsuch mortgages or trust deeds, unless the holders of such WILSHIRE COLONNADE [Nara Bank] mortgages or trust deeds, or the lessors under such ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); providedunderlying leases, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees require in writing that this Lease shall survive be superior thereto. Tenant covenants and agrees in the termination event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the Encumbrance 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 lapse of timesuch purchaser or lessor, foreclosure and to recognize such purchaser or otherwise so long lessor as Tenant is not in default beyond any applicable cure periods the lessor under this Lease. Provided Tenant shall, within five (5) days of request by Landlord, execute such further commercially reasonable instruments or assurances consistent with this Lease as Landlord may reasonably deem necessary to evidence or confirm the conditions subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Landlord agrees that within thirty (30) days after the date of full execution of the preceding sentence Lease, it will provide Tenant with non-disturbance, subordination and attornment agreements (“non-disturbance agreement”) in favor of Tenant and signed by Landlord and any ground lessors, mortgage holders or lien holders (each, a “Superior Mortgagee”) then in existence, on the form provided by such Superior Mortgagee(s), with such changes as are satisfiedreasonably requested by Tenant and such parties. Said non-disturbance agreements shall be in recordable form and may be recorded at Tenant’s election and expense. In the event Landlord fails to provide commercially reasonable non-disturbance agreements within the time frame set forth in this Article 18, Tenant shall execute and deliver have the right, exercisable at any time thereafter, to Landlord, within give ten (10) Business Days business days written notice to Landlord terminating the Lease, which notice must be given, if at all, no later than twenty (20) days after written request therefor by Tenant’s receipt of Landlord’s notice to Tenant that Landlord and in a form reasonably requested by Landlordwas unable to obtain such non-disturbance agreements. In addition, any additional documents evidencing Tenant may give such notice of termination after the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement expiration of the holder thirty (30) day period and prior to receipt of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this LeaseLandlord’s notice. Landlord agrees to use provide Tenant with commercially reasonable good faith efforts non-disturbance agreement(s) in favor of Tenant from any Superior Mortgagee(s) of Landlord who later come(s) into existence at any time prior to obtain within 60 days after execution the expiration of this Leasethe Lease Term, as it may be extended, in consideration of, and as a Subordinationcondition precedent to, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of Tenant’s agreement to subordinate this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of in accordance with this LeaseArticle 18. Tenant Said non-disturbance agreements shall be responsible for all costs in recordable form and fees charged may be recorded, if requested by any holder of an Encumbrance to prepare or negotiate an SNDATenant, at Tenant’s election and expense.

Subordination. This Lease is expressly made and any extensions, renewals, replacements or modifications thereof are and shal at all times be and remain subject and subordinate to ------------- the lien of any mortgage, deed of trusttrust and all other security documents now or hereafter securing payment of any indebtedness of Landlord with respect to the Premises, ground lease, lease or underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed in force against the Premises, and to all advances made or recorded ("Encumbrance"); providedhereafter to be made upon the security thereof and to :any increases, howeverrenewals, that such modifications, substitutions, replacements, consolidations and extensions thereof. Although the foregoing subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedself-effectuating, Tenant shall execute and deliver return to LandlordLandlord any documentation requested by Landlord consistent with this Section 25 in order to confirm the foregoing subordination, within ten five (105) Business Days business days after receiving Landlord’s written request therefor request. If Tenant fails to provide Landlord with such subordination documents within five (5) business days after Landlord’s written request, the same shall constitute a default by Tenant hereunder without requirement of any further notice or right to cure. 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 the Landlord covering the Premises, Tenant shall 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, provided such purchaser assumes, either expressly or by operation of law, the obligations of “Landlord” arising under this Lease after the date title to the Land and Building is transferred to such purchaser or grantee. 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 a form reasonably requested advance, (ii) bound by Landlord, any additional documents evidencing the subordination amendment or modification of this Lease with respect made without the consent of Landlord’s mortgagee or such successor in interest, (iii) liable for damages for any breach, act or omission of any prior landlord, (iv) bound to effect or pay for any construction for Tenant’s occupancy, (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord and which have accrued prior to the date that such Encumbrance mortgagee or successor takes legal title to the Land and the nondisturbance agreement of Building, or (vi) liable for the holder return of any security deposit, unless such Encumbrancesecurity deposit has been physically received by such mortgagee. If Any such mortgagee shall have the interest of Landlord in theright, Property is transferred pursuant at any time, to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn subordinate to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in any instrument to which this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution Lease is otherwise subordinated by operation of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDASection 25.

Subordination. This Lease is expressly made subject and shall be subordinate to ------------- any ground lease, mortgage, deed of trust, or any other hypothecation for security now or hereafter placed upon the Building and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements, refinancings and extensions thereof. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, underlying and shall give notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or ground lease or like encumbrance affecting the date of recording thereof. If any part mortgage or deed of trust to which this Lease is subordinate is foreclosed or a deed in lieu of foreclosure is given to the Property mortgagee or beneficiary, Tenant shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; if any interest ground lease to which this Lease is subordinate is terminated, Tenant shall attorn to the ground lessor. No later than ten (10) business days after written request by Xxxxxxxx, Xxxxxx shall execute any documents required to effectuate such subordination or to make this Lease prior to the lien of Landlord therein any mortgage, deed of trust or ground lease, as the case may be, or to evidence such attornment. In the event of such foreclosure, any new owner shall not: (i) be liable for any act or omission of any prior landlord or with respect to events occurring prior to acquisition of ownership, (ii) be subject to any offsets or defenses which is now existing Tenant might have against any prior landlord, or hereafter executed (iii) be liable for security deposits or recorded ("Encumbrance")be bound by prepayment of more than one month’s rent. The agreements contained in this Section 19 shall be effective without the execution of any further documents; provided, however, that such subordination shall only be effectiveno later than ten (10) days after written request by Xxxxxxxx or a lender in connection with a sale, as to future Encumbrances, if the holder financing or refinancing of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfiedPremises, Tenant shall execute and deliver such further writings as may be reasonably required to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to separately document any such Encumbrance and the subordination or non-subordination, attornment, and/or nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in theagreement, Property as is transferred pursuant to or in lieu of proceedings provided for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAherein.

Subordination. This Lease is expressly made subject and subordinate to ------------- all present and future ground or underlying leases of the Property and to the lien of any mortgages, deeds to secure debt or trust deeds, now or hereafter in force against the Property or any Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof (collectively, “Mortgages”), and to all advances made or hereafter to be made upon the security of such Mortgages. In the event any proceedings are brought for the foreclosure of any mortgage, deed to secure debt or trust deed, or if any ground or underlying lease is terminated, Tenant shall attorn to the purchaser upon any such foreclosure sale, or to the lessor of trust, such ground or underlying lease, underlying lease or like encumbrance affecting any part of as the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded case may be ("Encumbrance"the “Purchaser”); provided, however, that such subordination shall only be effective, and recognize the Purchaser as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods lessor under this Lease. Provided the conditions , which attornment shall be effective as of the preceding sentence are satisfieddate that the Purchaser acquires title to the Property, and provided that Purchaser assumes all the obligations of Landlord under this Lease; however, the Purchaser shall have the right to accept or reject such attornment upon written notice to Tenant and in no event shall execute and deliver to Landlordsuch attornment be negated by a foreclosure. In no event shall Tenant have a right of offset against amounts due any Purchaser on account of any defaults by Landlord under this Lease that pre-date the time the Purchaser becomes the lessor hereunder (other than those offset rights expressly permitted under, or expressly set forth in, this Lease, including Section 19.2 above), nor shall any Purchaser be liable for any such defaults by Landlord (other than non-monetary defaults of a continuing nature). Tenant shall, within ten (10) Business Days after written of request by Landlord or the Purchaser (as applicable), execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any Mortgages or Tenant’s attornment to the Purchaser (as applicable). Tenant waives the provisions of any current or future statute, rule or law that may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding the provisions hereof, should any Mortgagee require that this Lease be prior rather than subordinate to its Mortgage, or require that Tenant attorn to any Purchaser, then in such event, this Lease shall become prior and superior to such Mortgage, or Tenant shall so attorn under the same conditions stated above, upon notice to that effect to Tenant from such Mortgagee. The aforesaid superiority of this Lease to any Mortgage shall be self-operative upon the giving of such notice and no further documentation other than such notice shall be required to effectuate such superiority or attornment. In the event Landlord or such Mortgagee desires confirmation of such superiority or attornment, Tenant shall, promptly upon request therefor by Landlord or such Mortgagee, and without charge therefor, execute a document acknowledging such priority or attornment obligation to the Mortgagee as Landlord in the event of foreclosure or deed in lieu thereof or termination of a ground lease. Notwithstanding anything herein to the contrary, Tenant’s subordination to any future holder of a Mortgage on the Project shall be subject to and conditioned upon such future holder executing and delivering a subordination, non-disturbance and attornment agreement in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrancecommercially reasonable form. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 Within sixty (60) days after execution of this Lease, Landlord shall provide Tenant with a Subordinationsubordination, Attornment non-disturbance and Non-Disturbance Agreement (the "SNDA") attornment agreement from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.its current Mortgagee in a form attached hereto as Exhibit K.

Subordination. This A. Lessee covenants and agrees with Lessor that this Lease Agreement is expressly made subject and subordinate to ------------- that certain Deed of Trust, Assignment of Leases and Rents and Security Agreement dated effective as of December 20, 2012 executed for the benefit of Citigroup Global Markets Realty Corp and its successors, which deed of trust was filed for record and recorded in the Real Property Records of Hxxxxx County, Texas (the “Existing Mortgage”) and any other mortgage, deed of trust, ground lease, underlying lease and/or security agreement which may now or like encumbrance affecting any part of hereafter encumber the Property Building or any interest of Landlord Lessor or its affiliates therein which 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 extension thereof (the Existing Mortgage and such other mortgages, deed of trust, ground leases and security agreements are collectively referred to herein as the “Mortgages”). In the event of the enforcement by any owner, beneficiary or holder of any such Mortgages of the remedies provided for by law or by such Mortgages, Lessee does hereby attorn to such owner, beneficiary or holder, as its lessor, said attornment to be effective without the execution of any further instruments on the part of any of the parties hereto, immediately upon Lessee receiving notice from such owner, beneficiary or holder that such party has succeeded to the interest of Lessor under this Lease Agreement. This provision shall be self-operative and no further instrument of subordination or attornment need be required by any owner, beneficiary or holder of any such Mortgages. Upon request by any owner, beneficiary or holder of any such Mortgages, whether before or after the enforcement of its remedies, Lessee shall execute and deliver an instrument or instruments confirming and evidencing the attornment herein set forth; provided, however, that any ground lessor, the trustee, the beneficiary or the secured party under any Mortgages shall agree that Lessee’s peaceable possession of the Leased Premises will not be disturbed on account thereof as long as Lessee is now existing not in default of any of the terms and covenants of this Lease Agreement. Lessee, upon request of any person or hereafter executed party succeeding to the interest of Lessor as a result of such enforcement, will automatically become the Lessee of such ground lessor or recorded ("Encumbrance")successor in interest without any change in the terms or other provisions of this Lease Agreement; provided, however, that such subordination ground lessor or successor in interest shall only not be effective(a) liable for any act or omission of any prior landlord, as (b) for any liability or obligation of any prior landlord occurring prior to future Encumbrancesthe date such ground lessor or successor in interest acquires title to the Building, if (c) bound by any payment of Base Rent more than one (1) month in advance except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease Agreement, or (d) bound by any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest. 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, Lessee shall give written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the holder of the Encumbrance agrees that this Lease shall survive Existing Mortgage and the termination owner or holder of any other Mortgages who has theretofore notified Lessee in writing of its interest and the address to which notices are to be sent, and thereupon the holder of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance Existing Mortgage and the nondisturbance agreement of the owner or holder of any such Encumbranceother Mortgages shall have the right (but not the obligation) to cure such default. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of Lessee shall not exercise any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and rights afforded by this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (if any) including, without limitation, terminating this Lease Agreement and abating the "SNDA") from rent payable thereunder by reason of such default unless and until Lessee has afforded the holder of the Existing Mortgage and the owner or holder of any Encumbrance existing at such other Mortgages thirty (30) days after the date expiration of this Lease pursuant such time as Lessor was permitted to cure such default and a reasonable period of time in addition thereto (i) if the circumstances are such that said default cannot reasonably be cured within said thirty (30) day period and the holder of the Existing Mortgage and/or the owner or holder of any such other Mortgages has commenced and is diligently pursuing such cure, or (ii) during and after any litigation action including a foreclosure, bankruptcy, possessory action or a combination thereof. All notices to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect holder of the validity of this Lease. Tenant Existing Mortgage shall be responsible for all costs and fees charged forwarded to Citigroup Global Markets Realty Corp, 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attn: Axx Xxxx Xxxxxxx or such other address as may be specified by any the holder of an Encumbrance the Existing Mortgage. This Lease Agreement is further subject to prepare or negotiate an SNDAand subordinate to all matters of record in Hxxxxx County, Texas.

Subordination. This Lease Lender and Borrower acknowledge and agree that this Mortgage is expressly made subject and subordinate in all respects to ------------- the liens, terms, covenants and conditions of the First Mortgage and to all advances heretofore made or which may hereafter be made pursuant to the First Mortgage including all sums advanced for the purpose of (a) protecting or further securing the lien of the First Mortgage, curing defaults by the Borrower under the First Mortgage, or for any mortgageother purpose expressly permitted by the First Mortgage or (b) constructing, renovation, repairing, furnishing, fixturing or equipping the Property. The terms and provisions of the First Mortgage are paramount and controlling, and they supersede and any other terms and provisions hereof in conflict therewith. In the event of a foreclosure or deed in lieu of trustforeclosure of the First Mortgage, ground lease, underlying lease any provisions herein or like encumbrance affecting any part provisions in any other collateral agreement restricting the use of the Property to low or any interest moderate income households or otherwise restricting the Borrower’s ability to sell the Property shall have no further force or effect on subsequent owners or purchasers of Landlord therein which is now existing the Property. Any person, including his successors or hereafter executed assigns (other than the Borrower or recorded ("Encumbrance"a related entity of the Borrower); provided, however, that receiving title to the Property through a foreclosure or deed in lieu of foreclosure of the First Mortgage shall receive title to the Property free and clear from such subordination shall only be effective, as to future Encumbrancesrestriction. Further, if the holder mortgagee of the Encumbrance agrees that this Lease shall survive First Mortgage acquires title to the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or a deed in lieu of proceedings for enforcement foreclosure, the lien of any Encumbrancethis Mortgage shall terminate at the discretion of the Mortgagee upon the mortgagee of the First Mortgage’s acquisition of title; such termination will not be unreasonably withheld provided that (i) the Mortgagee has been given written notice of a default under the First Mortgage, Tenant (ii) the Mortgage shall immediately and automatically attorn not have cured the default under the First Mortgage within the 30-day period provided in such notice sent to the new ownerMortgagee, and this Lease shall continue (iii) there is not sufficient equity in full force the Property to satisfy the senior lien (assuming reasonable costs) and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution lien of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAloan.

Subordination. This Lease is expressly made subject and subordinate to ------------- ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the Premises, to any mortgagecovenants, deed conditions or restrictions of trustrecord, ground leaseand to all renewals, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance")modifications, consolidations, replacements and extensions thereof; provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder or holders of the any such Encumbrance agrees (“Holder”) require that this Lease be prior and superior thereto, within seven (7) days after written request of Landlord to Tenant, Tenant shall survive execute, have acknowledged and deliver all documents or instruments, in commercially reasonable form, which Landlord or Holder deems necessary or desirable for such purposes. This Lease shall be and become and remain subject and subordinate to any and all Encumbrances which may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any such lease or upon the Encumbrance foreclosure of any such mortgage or deed of trust or transfer in lieu thereof, the applicable Holder agrees in writing to recognize Tenant’s rights under this Lease, including the option to extend, as long as no Event of Default by lapse Tenant exists and Tenant continues to pay Base Monthly Rent and Additional Rent and observes and performs all required provisions of timethis Lease. Within seven (7) days after Landlord’s written request, foreclosure Tenant shall execute any documents required by Landlord or otherwise so the Holder to make this Lease subordinate to any lien of the Encumbrance, provided that the applicable Holder agrees in writing to recognize Tenant’s rights under this Lease as long as Tenant is not then in default beyond any applicable cure periods and continues to pay Base Monthly Rent and Additional Rent and observes and performs all required provisions of this Lease and such document does not increase Tenant’s costs or expenses under this Lease or materially and adversely affect Tenant’s rights or obligations under this Lease. Provided Tenant agrees that the conditions form of subordination, nondisturbance, and attornment agreement attached hereto as Exhibit “E” satisfies the requirement of the preceding sentence are satisfiedsentence. 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 shall execute hereby attorns and deliver agrees to Landlord, within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance and encumbrance, provided that in the nondisturbance agreement event of the holder termination of any such Encumbrance. If ground lease or upon the interest foreclosure of Landlord in the, Property is transferred pursuant to any such mortgage or deed of trust or transfer in lieu of proceedings for enforcement of any Encumbrancethereof, Tenant shall immediately and automatically attorn to the new owner, and applicable Holder recognizes Tenant’s rights under this Lease shall continue in full force and effect as a direct lease between the transferee long as no Event of Default exists by Tenant and Tenant on the terms continues to pay Base Monthly Rent and conditions set forth in Additional Rent and observes and performs all required provisions of this Lease. Landlord agrees to use commercially reasonable good faith efforts to obtain deliver to Tenant within 60 sixty (60) days after the date of execution of this Leaselease a subordination, a Subordination, Attornment nondisturbance and Non-Disturbance Agreement (attornment agreement between Tenant and Landlord’s lender in the "SNDA") from the holder form of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAExhibit “E” attached hereto.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Premises, or any lessor of a ground or underlying lease with respect to the Premises, this Lease is expressly made will be subject and subordinate to ------------- at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises; and (ii) the lien of any mortgage, mortgage or deed of trusttrust which may now exist or hereafter be executed for which the Premises, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such ground lease, leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or like encumbrance affecting any part such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant agrees to attorn to and become the tenant of such successor in which event Tenant's right to possession of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only Premises will not be effective, disturbed as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided 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 conditions obligations of Tenant hereunder in the preceding sentence are satisfied, event of any such foreclosure proceeding or sale. Tenant shall covenants and agrees to execute and deliver to Landlord, upon demand by Landlord, a subordination, non-disturbance and attornment agreement in the form of Exhibit H attached hereto, with respect to any current or future mortgagee or beneficiary under a deed of trust encumbering the Premises. If Tenant fails to sign and return such agreement within ten (10) Business Days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination days of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the, Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrancereceipt, Tenant shall immediately and automatically attorn to the new owner, and this Lease shall continue will be in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable good faith efforts to obtain within 60 days after execution of this Lease, a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease pursuant to the provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDAdefault hereunder.