Common use of Subordination, Nondisturbance and Attornment Clause in Contracts

Subordination, Nondisturbance and Attornment. 17.1 Without the necessity of any additional document, this Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or both, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant, provided its rights to the Premises shall not be disturbed, shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option of such successor in interest. Tenant expressly waives the effect of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested to execute and deliver an attornment agreement, in a form customarily used by the applicable lienholder, and any other additional documents evidencing the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage or deed of trust.

Subordination, Nondisturbance and Attornment. 17.1 Without This Lease and the necessity rights of any additional document, this Lease Tenant hereunder shall be subject and subordinate at all times to: (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or both, and (b) to the lien of any deed of trust, mortgage or deed of trust which may other hypothecation or security instrument (collectively, a "SECURITY DEVICE") now exist or hereafter be executed in placed upon, affecting or encumbering the Premises or any amount for which the Building, Real Property, ground leases part thereof or underlying leases, or interest therein. Tenaxx xxxees to execute within fifteen (15) days of Landlord's interest request any Subordination, Nondisturbance and Attornment Agreement ("Subordination Agreement") in favor of an existing or estate in prospective lender so long as such Subordination Agreement provides that Tenaxx'x xossession under the Lease shall not be disturbed so long as Tenant faithfully performs all of its obligations under this Lease and attorns to the record owner of the Premises. Failure by Tenant to execute and deliver any of said items, is specified as securitysuch Subordination Agreement within the time requested shall constitute a material default under this Lease. Notwithstanding anything herein to the foregoingcontrary, Landlord shall have any holder of a Security Device may unilaterally and without Tenaxx'x xonsent subordinate the right to subordinate or cause to be subordinated lien of its Security Device to this Lease any by written notice to Tenant or by recording a written subordination in the Official Records of the items referred County in which the Premises are located, in which case this Lease shall be unaffected by the foreclosure of the subordinated Security Device, notwithstanding the relative dates of the documentation or recordation thereof. Tenaxx xxxees to in clause (a) attorn to and recognize as the Landlord under this Lease the holder or (b) above. In the event that any ground lease or underlying lease terminates for any reason beneficiary under a Security Device or any mortgage other party that acquires ownership of the Premises by reason of a foreclosure or sale under any Security Device (or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonthereof). The new owner following such foreclosure, Tenant, provided its rights to the Premises sale or deed shall not be disturbed, shall, notwithstanding (i) liable for any subordination, attorn act or omission of any prior landlord or with respect to and become the tenant events occurring prior to acquisition of ownership; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; (iii) bound by prepayment of more than one (1) month's Rent; or (iv) liable to Tenant for any security deposit not actually received by such new owner. Each holder of a Security Device shall be an express third party beneficiary of the successor in interest to Landlord, at the option of such successor in interest. Tenant expressly waives the effect of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested to execute and deliver an attornment agreement, in a form customarily used by the applicable lienholder, 5.11 and any other additional documents evidencing the priority or subordination provisions of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or that are for the lien benefit of any such mortgage or deed of trustholder.

Subordination, Nondisturbance and Attornment. 17.1 Without the necessity of any additional document, this This Lease shall be subject and subordinate at all times to: (a) to the Ground Lease and to the lien of all reciprocal easement agreements mortgages and all ground leases deeds of trust securing any amount or underlying leases amounts whatsoever which may now exist or hereafter be executed affecting placed on or against the Building or on or against Landlord's interest or estate therein, all without the Real Property necessity of having further instruments executed by Tenant to effect such subordination; provided, however, (i) with respect to any deed of trust encumbering the Building and Xxxxxxxx's interest therein of record as of the date of this Lease, upon written request by Xxxxxx, Landlord covenants to use reasonable efforts (without any requirement to pay any fees to said lender or bothto initiate litigation) to cause said lender to execute and deliver a non-disturbance agreement on the current form used by lender in favor of Tenant, and (bii) with respect to any mortgagee or deeds of trust encumbering the Building and/or Landlord's interest therein after the date of this Lease, the subordination of this Lease shall be conditioned upon such lender executing a non- disturbance agreement on the current form used by such lender in favor of Xxxxxx. Subject to the foregoing, Xxxxxx agrees to execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of all such mortgages and deeds of trust as may reasonably be required by Landlord. If Landlord, Xxxxxxxx's mortgagee or any other successor to Landlord elects in writing, this Lease shall be deemed superior to the lien of the mortgage or deed of trust which may now exist specified regardless of the date of recording, and Xxxxxx shall execute an agreement confirming this election on request. If Ground Lessor or hereafter be executed in Xxxxxxxx's mortgagee or its successor or any amount for which the Building, Real Property, ground leases or underlying leases, or Landlordsuccessor to Landlord succeeds to Xxxxxxxx's interest under this Lease, whether voluntarily or estate in any of said itemsinvoluntarily, is specified as security. Notwithstanding the foregoing, Landlord Tenant shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant, provided its rights to the Premises shall not be disturbed, shall, notwithstanding any subordination, attorn to such person and become the tenant of the successor in interest to Landlord, at the option of recognize such successor in interest. Tenant expressly waives the effect of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of person as Landlord under this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested to execute and deliver an attornment agreement, in a form customarily used by the applicable lienholder, and any other additional documents evidencing the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage or deed of trustLease.

Subordination, Nondisturbance and Attornment. 17.1 Without Upon written request or notice by Landlord or any first mortgagee or beneficiary under a first deed of trust of Landlord encumbering the necessity Shopping Center, the Leased Premises or the Common Areas, Tenant agrees to subordinate its rights under this Lease to the lien of any additional documentsuch first mortgage or deed of trust, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the mortgagee or beneficiary named in said mortgage or deed of trust shall agree to recognize this Lease of Tenant and shall further agree not to disturb this Lease or any rights of Tenant hereunder in the event of foreclosure or Trustee's sale, if Tenant is not in default hereunder. Tenant also agrees that any such first mortgagee or beneficiary may elect to have this Lease made prior to the lien of its mortgage or deed of trust, and in the event of such election and upon notification by such mortgagee or beneficiary to Tenant to that effect, this Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting deemed prior in lien to the Building or the Real Property or both, and (b) the lien of any said mortgage or deed of trust which may now exist trust, whether this Lease is dated prior to or hereafter be executed in any amount for which subsequent to the Building, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any date of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant, provided its rights to the Premises shall not be disturbed, shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option of such successor in interesttrust. Tenant expressly waives agrees that, upon the effect request of Landlord or any current mortgagee or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested to execute and deliver an attornment agreement, beneficiary named in a form customarily used by the applicable lienholder, and any other additional documents evidencing the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage or deed of trust, Tenant will execute and deliver an instrument confirming such purposes. Tenant, in the event of the sale or assignment of Landlord's interest in the Shopping Center or in the event of any proceedings brought for the foreclosure of such mortgage or deed of trust, or in the event of the exercise of the power of sale under any such deed of trust, shall attorn to and recognize such purchaser, mortgagee or beneficiary as Landlord under this Lease. Landlord shall obtain nondisturbance and attornment agreements in which the holders of all existing mortgages and deeds of trust on the Leased Premises agree not to disturb this Lease or any rights of Tenant hereunder in the event of foreclosure or Trustee's sale, if Tenant is not in default hereunder.

Subordination, Nondisturbance and Attornment. 17.1 Without Subject to the necessity of any additional documentprovisions hereof, this Lease is and shall be expressly subject and subordinate at all times to: to (a) all reciprocal easement agreements i)any ground or underlying lease of the Real Property, now or hereafter existing, and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or bothamendments, extensions, renewals and modifications to any such lease, and (bii) the lien of any mortgage or trust deed of trust which may now exist or hereafter be executed in encumbering fee title to the Real Property and/or the leasehold estate under any amount for which such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the Buildingobligation secured thereby, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any unless such ground lease or underlying ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease terminates for any reason or any mortgage or trust deed. If any such mortgage or trust deed of trust is foreclosed (including any sale of the Real Property pursuant to a power of sale), or a conveyance in lieu if any such lease is terminated, upon request of foreclosure is made for any reasonthe Mortgagee or ground lessor, Tenantas the case may be, provided its rights Tenant shall attorn to the Premises purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be disturbedsubject to any offset, shalldefense, or damages arising out of a default of any obligations of any preceding Landlord This subordination shall be self- operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request provided that, notwithstanding any subordinationanything to the contrary herein, attorn Tenant's agreement to and become the tenant of the successor in subordinate its interest hereunder to Landlord, at the option of such successor in interest. Tenant expressly waives the effect of any current or future statute, rule mortgagee or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 lessor shall be self-operative subject to Tenant's receipt of a commercially reasonable nondisturbance agreement executed and no further instrument acknowledged by such mortgagee or lessor in form reasonably acceptable to Tenant providing that so long as an Event of Default has not occurred with respect to Tenant, such Mortgagee or ground lessor shall be required; provided, however, rant Tenant covenants nondisturbance and recognize Tenant's rights under this Lease. Landlord agrees if requested to execute and deliver an attornment agreement, in obtain such a form customarily used by nondisturbance agreement from the applicable lienholder, and any other additional documents evidencing existing Mortgagee within thirty (30) days of the priority or subordination execution of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage or deed of trustby both parties.

Subordination, Nondisturbance and Attornment. 17.1 Without the necessity of any additional document, this This Lease shall will be subject and subordinate at all times to: (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or bothto any mortgage, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Buildingtrust, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason sale- leaseback now or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonhereafter placed upon the Premises by Landlord, Tenantand to amendments, replacements, renewals and extensions thereof, provided its rights that as long as Tenant is not in default in the payment of Rent and the performance of all covenants, agreements and conditions to be performed by Tenant under this Lease, and provided that Tenant attorns to the party acquiring title to the Premises shall not be disturbed, shall, notwithstanding any subordination, attorn to and become the tenant as a result of the successor foreclosure, termination or transfer in interest to Landlord, at the option of such successor in interest. Tenant expressly waives the effect lieu thereof of any current such mortgage, deed of trust, ground lease or future statutesale-leaseback (so long as such acquiring party is obligated for the performance of all obligations of Landlord hereunder required to be performed from and after such acquisition), rule or law which may give or purport then neither Tenant's right to give quiet enjoyment under this Lease, nor the right of Tenant any right or election to terminate continue to occupy the Lease if any foreclosure proceeding or sale occurs. The provisions Premises and to conduct its business thereon, in accordance with the terms of this Section 17 shall Lease, will be selfinterfered with by the holder of any such mortgage, deed of trust, ground lease or sale-operative leaseback, by any successor thereto or any successor to Landlord as a result of the foreclosure or termination thereof or transfer in lieu thereof, or by virtue of any such foreclosure, termination or transfer. Such subordination will be effective without the necessity of the execution and no delivery of any further instrument shall be required; provided, howeverinstruments on the part of Tenant to effectuate such subordination. However, Tenant covenants and agrees if requested at any time hereafter, within 10 business days after delivery of Landlord's written request, to execute and deliver an attornment agreementany instruments, releases or other documents, in a form customarily used by reasonably satisfactory to Tenant, that may be reasonably required for the applicable lienholderpurpose of subjecting and subordinating this Lease, and any other additional documents evidencing the priority or subordination of this Lease with respect as above provided, to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage or mortgage, deed of trust, ground lease or sale-leaseback, provided the same include the nondisturbance provisions and covenant to perform Landlord's obligations set forth above.

Subordination, Nondisturbance and Attornment. 17.1 Without the necessity of any additional document, this This Lease is and shall be expressly subject and subordinate at all times to: (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or both, and (b) to the lien of any mortgage or trust deed of trust which may now exist or hereafter be executed in any amount for encumbering fee title to the real property on which the BuildingPremises are located and/or the leasehold estate under any ground lease, Real Propertyand all amendments, extensions, renewals, replacements and modifications, unless such ground leases lease, mortgage, trust deed or underlying leasesthe holder thereof, expressly provides or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding elects that the foregoing, Landlord Lease shall have the right be superior to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any such ground lease or underlying mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale pursuant to a power of sale), or if any such ground lease terminates for any reason or any is terminated, upon request of the holder of such mortgage or deed of trust is foreclosed ("Mortgagee") or a conveyance in lieu of foreclosure is made for any reasonthe ground lessor, Tenantas the case may be, provided its rights Tenant shall attorn to the Premises purchaser at the foreclosure sale or to the ground lessor under such ground lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be disturbed(i) bound by any payment of Base Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, shall, notwithstanding defense or damages arising out of a default of any subordination, attorn to and become obligations of any preceding Landlord; (iii) bound by any amendment or modification of this Lease made without the tenant written consent of the successor Mortgagee or ground lessor (if Tenant is provided written notice of Mortgagee's address); or (iv) liable for any security deposits not actually received in interest cash by or credited to Landlord, at the option of such successor in interestpurchaser or ground lessor. Tenant expressly waives the effect of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 This subordination shall be self-operative operative; provided that, so long as Tenant is not in default hereunder (for which the cure period has lapsed), Tenant's rights under this Lease shall not be disturbed and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. Tenant shall be required; providedexecute promptly any reasonable certificate or instrument that Landlord, however, Tenant covenants and agrees if requested to execute and deliver an attornment agreement, in Mortgagee or ground lessor may request provided that such document provides that so long as a form customarily used by the applicable lienholder, and any other additional documents evidencing the priority or subordination of default under this Lease has not occurred with respect to Tenant (for which the cure period has lapsed), such Mortgagee or ground leases, underlying leases, reciprocal easement agreements lessor shall grant Tenant nondisturbance and recognize Tenant's rights under this Lease. Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute such certificate or similar documents or instruments, or the lien instrument for and on behalf of any such mortgage or deed Tenant upon Tenant's failure to do so within fifteen (15) days of trusta request to do so.

Subordination, Nondisturbance and Attornment. 17.1 Without Landlord shall use commercially reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's current mortgagee on such mortgagee's then current standard form of agreement. "Reasonable efforts" of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the necessity mortgagee. Upon request of Landlord, Tenant shall execute the mortgagee’s form of non-disturbance, subordination and attornment agreement, with such modifications (if any) as may be requested by Tenant and agreed to by the mortgagee, and return the same to Landlord for execution by the mortgagee. Such non-disturbance, subordination, and attornment agreement in favor of Tenant shall provide that, so long as Tenant is paying the Rent due under the Lease and is not otherwise in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the Lease shall remain in full force and effect. Such non-disturbance, subordination, and attornment agreement may include other commercially reasonable provisions in favor of the mortgagee, including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any payment of the Minimum Monthly Rent, Additional Rent, or other sum due under the Lease, as amended hereby, for more than 1 month in advance or (ii) any amendment or modification of the Lease made without the express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any additional documentprior landlord (including Landlord), this Lease (ii) the breach of any warranties or obligations relating to construction of improvements on the property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall be subject and subordinate at all times to: to any offsets or defenses which Tenant might have against any prior landlord (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or both, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, Real Property, ground leases or underlying leases, or including Landlord). Landlord's interest or estate in any of said itemsfailure to obtain a non-disturbance, is specified as security. Notwithstanding the foregoing, Landlord subordination and attornment agreement for Tenant shall have no effect on the right to subordinate rights, obligations and liabilities of Landlord and Tenant or cause be considered to be subordinated a default by Landlord hereunder; provided, however that if Landlord is unable to this Lease obtain a non-disturbance agreement from any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonmortgagee, Tenant, provided its rights to the Premises then Tenant shall not be disturbed, shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option of such successor in interest. Tenant expressly waives the effect of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested required to execute and deliver an attornment agreement, in a form customarily used by the applicable lienholder, and any other additional documents evidencing the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any that may be required by such mortgage or deed of trustmortgagee.

Subordination, Nondisturbance and Attornment. 17.1 Without Upon written request or notice by Landlord or any first mortgagee or beneficiary under a first deed of trust of Landlord encumbering the necessity Shopping Center, the Leased Premises or the Common Areas, Tenant agrees to subordinate its rights under this Lease to the lien of any additional documentsuch first mortgage or deed of trust, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the mortgagee or beneficiary named in said mortgage or deed of trust shall agree to recognize this Lease of Tenant and shall further agree not to disturb this Lease or any rights of Tenant hereunder in the event of foreclosure or Trustee's sale, if Tenant is not in default hereunder. Tenant also agrees that any such first mortgagee or beneficiary may elect to have this Lease made prior to the lien of its mortgage or deed of trust, and in the event of such election and upon notification by such mortgagee or beneficiary to Tenant to that effect, this Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting deemed prior in lien to the Building or the Real Property or both, and (b) the lien of any said mortgage or deed of trust which may now exist trust, whether this Lease is dated prior to or hereafter be executed in any amount for which subsequent to the Building, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any date of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant, provided its rights to the Premises shall not be disturbed, shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option of such successor in interesttrust. Tenant expressly waives agrees that, upon the effect request of Landlord or any current mortgagee or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested to execute and deliver an attornment agreement, beneficiary named in a form customarily used by the applicable lienholder, and any other additional documents evidencing the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage or deed of trust, Tenant will execute and deliver an instrument confirming such purposes. Tenant, in the event of the sale or assignment of Landlord's interest in the Shopping Center or in the event of any proceedings brought for the foreclosure of such mortgage or deed of trust, or in the event of the exercise of the power of sale under any such deed of trust, shall attorn to and recognize such purchaser, mortgagee or beneficiary as Landlord under this Lease. Landlord shall use its best efforts to obtain nondisturbance and attornment agreements in which the holders of all existing mortgages and deeds of trust on the Leased Premises agree not to disturb this Lease or any rights of Tenant hereunder in the event of foreclosure or Trustee's sale, if Tenant is not in default hereunder.

Subordination, Nondisturbance and Attornment. 17.1 Without This Lease is and shall be subject and subordinate to all the necessity terms and conditions of any additional documentall underlying mortgages and to all ground or underlying leases of the entire Building which may now or hereafter encumber the Building and/or the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof, provided, however, that with respect to future mortgages, this Lease shall be subject and subordinate at all times to: so long as the holder of any such mortgage shall have provided to Tenant a nondisturbance agreement which shall provide, inter alia, that (a) all reciprocal easement agreements and all ground leases Tenant's rights under this Lease shall not be extinguished by any foreclosure or underlying leases which may now exist or hereafter be executed affecting other enforcement proceedings so long as Tenant is not in default under this Lease (b) subject to the Building or foregoing, the Real Property or bothTenant's rights under this Lease are subordinate to the rights of the holder of such mortgagee, and (bc) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord Tenant shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant, provided its rights attorn to the Premises shall not be disturbed, shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option holder of such successor in interestmortgage. Tenant expressly waives the effect of any current or future statuteExcept as provided above, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 clause shall be self-operative and no further instrument of subordination shall be required; provided, however, Tenant covenants and agrees if requested to execute and deliver an attornment agreement, in a form customarily used by necessary. Notwithstanding the applicable lienholder, and any other additional documents evidencing the priority or automatic subordination of this Lease with respect Lease, Tenant shall execute, within five (5) days after request, any certificate that Landlord may reasonably require acknowledging such subordination. If Landlord has attached to ground leases, underlying leases, reciprocal easement agreements or similar documents or instrumentsthis Lease, or subsequently delivers to Tenant, a form of subordination agreement required by a mortgagee of the lien Property, Tenant shall execute and return the same to Landlord within five (5) days after receipt thereof by Tenant. Notwithstanding the foregoing, the party holding the instrument to which this Lease is subordinate shall have the right to recognize and preserve this Lease in the event of any foreclosure sale or possessory action, and in such mortgage or deed case this Lease shall continue in full force and effect at the option of trustthe party holding the superior lien, and Tenant shall attorn to such party and shall execute, acknowledge and deliver any instrument that has for its purpose and effect the confirmation of such attornment. Landlord agrees to use reasonable efforts to obtain a non-disturbance agreement from the existing mortgagee of the Property (using such mortgagee's standard form nondisturbance agreement) for the benefit of Tenant.

Subordination, Nondisturbance and Attornment. 17.1 Without the necessity of any additional document, this This Lease is and shall be expressly subject and subordinate at all times to: to (ai) all reciprocal easement agreements any ground or underlying lease of the Real Property, now or hereafter existing, and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or bothamendments, extensions, renewals and modifications to any such lease, and (bii) the lien of any mortgage or trust deed of trust which may now exist or hereafter be executed in encumbering fee title to the Real Property and/or the leasehold estate under any amount for which such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the Buildingobligation secured thereby, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed; provided, however, that Tenant's agreement to subordinate is subject to the ground or underlying lessor's or Mortgagee's recognition of this Lease and nondisturbance of Tenant's rights hereunder upon the termination of the ground or underlying lease terminates for any reason or any exercise of the Mortgagee's rights or remedies under the applicable mortgage or deed of trust. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or a conveyance in lieu if any such lease is terminated, upon request of foreclosure is made for any reasonthe Mortgagee or ground lessor, Tenantas the case may be, provided its rights Tenant shall attorn to the Premises purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be disturbed(i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, shall, notwithstanding defense or damages arising out of a default of any subordination, attorn to and become obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the tenant written consent of the successor Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in interest to Landlord, at the option of cash by such successor in interestpurchaser or ground lessor. Tenant expressly waives the effect of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. Tenant shall be required; providedexecute promptly any reasonable certificate or instrument that Landlord, howeverMortgagee or ground lessor may request provided that such document provides that so long as an Event of Default has not occurred with respect to Tenant, such Mortgagee or ground lessor shall grant Tenant covenants nondisturbance and agrees if requested recognize Tenant's rights under this Lease. Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute such certificate or instrument for and deliver an attornment agreement, in on behalf of Tenant upon Tenant's failure to do so within thirty (30) days of a form customarily used by request to do so. Landlord agrees to obtain a nondisturbance agreement from the applicable lienholder, and any other additional documents evidencing existing Mortgagee within 30 days after the priority or subordination execution of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage or deed of trustby both parties.

Subordination, Nondisturbance and Attornment. 17.1 Without (a) Subject to the necessity provisions of this paragraph, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate, and inferior to the lien and estate of any additional documentground lease (including, without limitation, the Master Lease), mortgage, deed of trust, hypothecation or other lien or security arising upon such leasehold placed upon the leasehold held by Landlord under the Master Lease or 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, extensions, or replacements thereof, now or hereafter imposed by Landlord upon the Premises. The Landlord shall use commercial reasonable efforts to obtain an agreement ("NON-DISTURBANCE AGREEMENT"), from the holders of any such ground lease (including, without limitation, the Master Lease), mortgage, deed of trust, hypothecation or other lien or security arising upon such leasehold after the date of this Lease and to any and all advances made on the security thereof or to any renewal, extension, or replacement thereof, setting forth that, so long as Tenant is not in default hereunder, Landlord's and Tenant's rights and obligations hereunder shall remain in force and Tenant's right to possession shall be upheld. If the holder of any such interest shall elect to subordinate the lien of its interest to this Lease, and shall give written notice thereof to Tenant, then this Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements and all ground leases deemed prior to such interest whether this Lease is dated prior or underlying leases which may now exist or hereafter be executed affecting subsequent to the Building or the Real Property or bothdate of said mortgage, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason the date of recording thereof. The Non-Disturbance Agreement may contain such additional provisions regarding nondisturbance, subordination and attornment as are customarily requested by secured lenders with liens encumbering real property security similar to such leasehold or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant, provided its rights to the Premises shall not be disturbed, Premises. Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to within ten (10) days following a request by Landlord, at the option of such successor in interest. Tenant expressly waives the effect of any current or future statuteexecute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested to execute acknowledge and deliver an attornment agreement, in a form customarily used by the applicable lienholderNon-Disturbance Agreement, and any other additional subordination agreement or other documents evidencing required to establish of record the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage encumbrance over this Lease. If Tenant fails to execute such documents within ten (10) days after a written request by Landlord, then, following expiration of any applicable notice and cure period, (i) such failure shall be a material default entitling Landlord to exercise its remedies under Article 17, (ii) Tenant shall be liable to Landlord for all foreseeable and unforeseeable losses, costs and expenses incurred by Landlord arising from or deed relating to such failure by Tenant, including, but not limited to, losses suffered by Landlord due to the cancellation of trustany prospective sale, financing, refinancing or master leasing of all or any part of the Building and (iii) Tenant shall pay, as additional rent, to Landlord, upon demand and without thereby limiting any other remedies of Landlord and not as liquidated damages, a charge of $500 per day for each day after the expiration of such ten-day period that such documents have not been so executed and delivered. In addition, as long as they do not materially increase Tenant's monetary obligations or materially diminish Tenant's rights under this Lease, Tenant agrees that it will make such modifications to this Lease as may be reasonably required by a lender or an investor not affiliated with Landlord in connection with the obtaining, from time to time, of any equity, financing or refinancing of the Building, including, without limitation, the Premises. In addition, even if any such modification did materially increase Tenant's monetary obligations or materially diminish Tenant's rights under this Lease, Tenant and Landlord nonetheless each still shall make any such modification, as applicable, if (i) it is a reasonable modification for such lender or investor to require under the circumstances and (ii) Landlord, in its sole discretion, elects, as between Landlord and Tenant, to bear any increased costs resulting from such modification that otherwise would be borne by Tenant.

Subordination, Nondisturbance and Attornment. 17.1 Without the necessity of any additional document, this This Lease shall will be subject and subordinate at all times to: (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or bothto any mortgage, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Buildingtrust, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason sale-leaseback now or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonhereafter placed upon the Premises by Landlord, Tenantand to amendments, replacements, renewals and extensions thereof, provided its rights that the holder of the instrument to which this Lease is subordinated has given Tenant a reasonably acceptable agreement that, as long as Tenant is not in default in the payment of Rent and the performance of all covenants, agreements and conditions to be performed by Tenant under this Lease, and provided that Tenant attorns to the party acquiring title to the Premises shall not be disturbed, shall, notwithstanding any subordination, attorn to and become the tenant as a result of the successor foreclosure, termination or transfer in interest to Landlord, at the option of such successor in interest. Tenant expressly waives the effect lieu thereof of any current such mortgage, deed of trust, ground lease or future statutesale-leaseback, rule or law which may give or purport then neither Tenant's right to give quiet enjoyment under this Lease, nor the right of Tenant any right or election to terminate continue to occupy the Lease if any foreclosure proceeding or sale occurs. The provisions Premises and to conduct its business thereon, in accordance with the terms of this Section 17 shall Lease, will be selfinterfered with by the holder of any such mortgage, deed of trust, ground lease or sale-operative leaseback, by any successor thereto or any successor to Landlord as a result of the foreclosure or termination thereof or transfer in lieu thereof, or by virtue of any such foreclosure, termination or transfer, and no that the successor will perform Landlord's obligations arising under this Lease from and after the date of succession. Such subordination will be effective without the necessity of the execution and delivery of any further instrument shall be required; provided, howeverinstruments on the part of Tenant to effectuate such subordination. However, Tenant covenants and agrees if requested at any time hereafter, upon demand, to execute and deliver an attornment agreement, in a form customarily used by the applicable lienholder, and any other additional documents evidencing the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or 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 or mortgage, deed of trust, ground lease or sale-leaseback.

Subordination, Nondisturbance and Attornment. 17.1 Without TENANT hereby agrees that LANDLORD shall have the necessity right at any time, and from time to time, to create any mortgage(s) or security interest(s) in favor of any additional documentperson(s) or entity(ies) for any reasons whatsoever, this Lease which mortgage(s) or security interest(s) shall be subject and subordinate at all times to: (a) all reciprocal easement agreements wholly superior to the rights of the TENANT pursuant to this LEASE. TENANT hereby agrees that it shall, upon demand, execute any and all ground leases documents or underlying leases which may now exist instruments deemed necessary or hereafter be executed affecting advisable by LANDLORD for the Building purpose of subjecting or the Real Property subordinating this LEASE and all rights conferred upon TENANT pursuant to this LEASE to any such mortgage(s) or bothsecurity interest(s) and should TENANT fail to execute any such documents or instruments within two (2) weeks after receipt thereof, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, Real Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord LANDLORD shall have the right to subordinate do so for and on behalf of TENANT as TENANT'S attorney-in-fact. However, LANDLORD hereby agrees that any such document or cause instrument necessary for the purpose of subordinating this LEASE shall provide that, if this LEASE is in full force and effect, the right to be subordinated to this Lease any exclusive possession of the items referred to in clause (a) or (b) above. In PREMISES by the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed TENANT and all of trust is foreclosed or a conveyance in lieu TENANT'S rights arising out of foreclosure is made for any reason, Tenant, provided its rights to the Premises this LEASE shall not be disturbedaffected or disturbed by reason of the exercise by anyone of any rights conferred pursuant to any such mortgage(s) or security interest(s). Should any party acquire title to the PREMISES 18 pursuant to the exercise of any rights conferred by such mortgage(s) or security interest(s) this LEASE shall not be terminated or affected due to a foreclosure or sale, or similar proceedings, rather any such party shall be vested with the rights and obligations conferred upon the LANDLORD pursuant to this LEASE. TENANT hereby agrees to attorn to any such mortgagee or other person or entity as its new landlord, and this LEASE shall continue in full force and effect as a direct lease between TENANT and any new landlord, or such other person or entity, upon all agreements, conditions, covenants and terms herein set forth. Further, TENANT hereby agrees that it shall, notwithstanding any subordinationupon demand by LANDLORD, attorn to and become the tenant of the successor in interest to Landlord, at the option of such successor in interest. Tenant expressly waives the effect of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested to execute and deliver an attornment agreementestoppel certificate, in a form customarily used by and substance satisfactory to LANDLORD, for the applicable lienholderpurpose of acknowledging any and all terms and conditions contained in this LEASE, acknowledging that no condition of default exists with respect thereto, if true, and any acknowledging such other additional documents evidencing the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any such mortgage or deed of trustfacts and circumstances as LANDLORD may reasonably require.

Subordination, Nondisturbance and Attornment. 17.1 Without Landlord shall use commercially reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's current mortgagee on such mortgagee's then current standard form of agreement. "Reasonable efforts" of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the necessity mortgagee. Upon request of Landlord, Tenant shall execute the mortgagee’s form of non-disturbance, subordination and attornment agreement, with such modifications (if any) as may be requested by Tenant and agreed to by the mortgagee, and return the same to Landlord for execution by the mortgagee. Such non-disturbance, subordination, and attornment agreement in favor of Tenant shall provide that, so long as Tenant is paying the Rent due under the Lease and is not otherwise in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the Lease shall remain in full force and effect. Such non-disturbance, subordination, and attornment agreement may include other commercially reasonable provisions in favor of the mortgagee, including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any payment of the Base Rent, Additional Rent, or other sum due under the Lease, as amended hereby, for more than 1 month in advance or (ii) any amendment or modification of the Lease made without the express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any additional documentprior landlord (including Landlord), this Lease (ii) the breach of any warranties or obligations relating to construction of improvements on the property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall be subject and subordinate at all times to: to any offsets or defenses which Tenant might have against any prior landlord (a) all reciprocal easement agreements and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the Real Property or both, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, Real Property, ground leases or underlying leases, or including Landlord). Landlord's interest or estate in any of said itemsfailure to obtain a non-disturbance, is specified as security. Notwithstanding the foregoing, Landlord subordination and attornment agreement for Tenant shall have no effect on the right to subordinate rights, obligations and liabilities of Landlord and Tenant or cause be considered to be subordinated a default by Landlord hereunder; provided, however that if Landlord is unable to this Lease obtain a non-disturbance agreement from any of the items referred to in clause (a) or (b) above. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonmortgagee, Tenant, provided its rights to the Premises then Tenant shall not be disturbed, shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option of such successor in interest. Tenant expressly waives the effect of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate the Lease if any foreclosure proceeding or sale occurs. The provisions of this Section 17 shall be self-operative and no further instrument shall be required; provided, however, Tenant covenants and agrees if requested required to execute and deliver an attornment agreement, in a form customarily used by the applicable lienholder, and any other additional documents evidencing the priority or subordination of this Lease with respect to ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or the lien of any that may be required by such mortgage or deed of trustmortgagee.