Common use of Subordination Clause in Contracts

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. This Lease11.1 Subject to the provisions of Section 11.3 below, all rights and the rights interests of Tenant hereunderunder this Lease are subject, are subordinate and shall be subject and subordinate inferior to the interest of (i) all present existing and future superior ground or underlying leases (a “Superior Lease”) and master leases of all mortgages encumbering the Premises or any part of the Building; (ii) present thereof, and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) to all renewals, modifications, consolidations, replacements and extensions of any such ground leases, master leases, Superior Leases and mortgages. The right of the holder of any such Superior Lease or mortgage shall at all times be and remain prior and superior to all rights and interest of Tenant. This provision shall constitute a self-operative subordination agreement with respect to all such Superior Leases and mortgages and deeds all renewals, modifications, consolidations, replacements and extensions thereof. If the holder of trustany such Superior Lease or mortgage shall require confirmation of any subordination or a separate subordination agreement, Tenant shall execute such confirmation or subordination agreement, within ten (10) days of Landlord’s request, in the form required by the lessor under such Superior Lease or holder of such mortgagee, as applicable, and reasonably satisfactory to Tenant; provided, however, such subordination shall be upon the express condition that the validity of the Lease shall be recognized by the mortgagee, and that, notwithstanding any lessor under any such ground lease or master lease default by the mortgagor with respect to said mortgage or any mortgagee or beneficiary under any such mortgage or deed foreclosure thereof, Tenant’s possession and right of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default use under this Lease plus a reasonable opportunity in and to cure the Premises shall not be disturbed by such default prior to mortgagee unless and until Tenant having shall breach any right or ability to terminate of the provisions hereof and this Lease as a result or Tenant’s right to possession hereunder shall have been terminated in accordance with the provisions of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsthis Lease.

Subordination. This Lease, Lease and the Tenant’s rights of Tenant hereunder, are and interests thereunder shall be subject and subordinate at all times to the interest of (ia) all present existing and future ground leases and master or underlying leases of all affecting the Building or any part other portion of the Building; , and (iib) present and the lien of any existing or future mortgages and deeds mortgage, deed of trust encumbering all trust, or other security instrument in any amount for which the Building or any part other portion of the Building; (iii) all past and future advances made under Building or any such mortgages interest therein is specified as security. Notwithstanding the foregoing, Landlord or deeds of trust; and (iv) all renewals, modifications, replacements and extensions the holder of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground or underlying lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) lien shall have the right to electcause the same to be subordinated to this Lease, by written notice given and in such event Tenant shall, at the option of the party who succeeds to Tenant, to have the interest of Landlord under this Lease made superior in whole or in part to upon any termination of any such ground leaseor underlying lease or upon any foreclosure or assignment in lieu of foreclosure relating to such lien, master leaseattorn to and become the tenant of such successor in interest to Landlord, mortgage or provided that such successor in interest shall recognize and agree to be bound by the terms of this Lease so long as Tenant is not in default. The foregoing provisions shall be self operative and no further instrument shall be required to effect the provisions of this Section; provided that Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord and in the form requested by Landlord, any additional documents evidencing the foregoing. Notwithstanding anything contained in this Section 13 to the contrary, the subordination of this Lease to any future mortgage, deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior instrument is expressly conditioned on delivery to Tenant having any right or ability to terminate this Lease as of a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be commercially reasonable subordination, non-recourse as to any assets of such Successor Landlord other than its interest in disturbance and attornment agreement from the Premises and improvementsbeneficiary(ies) thereof.

Subordination. This Landlord has heretofore and may hereafter from time to time execute and deliver mortgages or trust deeds in the nature of a mortgage, both referred to herein as mortgages’ against the Land and Building, or any interest therein. If requested by the mortgagee or trustee under any mortgage, Tenant will either (a) subordinate its interest in this Lease to said mortgages, and to any and all advances made thereunder and to the interest thereon, and to all renewals, replacements, modifications and extensions thereof, or (b) make Tenant’s interest in this Lease inferior thereto; and Tenant will promptly execute and deliver such agreement or agreements as may be reasonably required by such mortgagee or trustee under any mortgage, provided however that any such subordination shall provide that so long as Tenant is not in default hereunder, its tenancy and rights of quiet enjoyment shall not be disturbed. It is further agreed that (a) if any mortgage shall be foreclosed (i) the liability of the mortgagee or trustee thereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such trustee, mortgagee, purchaser or owner is the owner of the Building and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the mortgagee or trustee, Tenant will attorn as Tenant under this Lease, to the purchaser at any foreclosure sale under any mortgage, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; and (b) this Lease may not be modified or amended so as to reduce the rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of Tenant hereunderthe Landlord, are and nor shall this Lease be subject and subordinate to canceled or surrendered without the interest of (i) all present and future ground leases and master leases of all or any part prior written consent, in each instance of the Building; mortgagee or trustee under any Mortgage. It is understood that Tenant’s tenancy and rights of quiet enjoyment shall not be disturbed so long as Tenant is not in default under this Lease. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute all such subordination instruments in the event Tenant fails to execute said instruments within five (ii5) present days after notice from Landlord demanding the execution thereof. Said notice may be given in the manner hereinafter provided for giving notice. Tenant agrees to give any mortgagees and/or trust deed holders, by certified or registered mail, a copy of any notice of default served upon the Landlord by Tenant provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and future mortgages and deeds of trust encumbering all leases, or any part otherwise) of the Building; address of such mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, the mortgagees and/or trust deed holders shall have an additional thirty (iii30) all past and future advances made under any days after receipt of notice thereof within which to cure such mortgages default or deeds of trust; and (iv) all renewalsif such default cannot be cured within that time, modificationsthen such additional time as may be necessary. Until the time allowed as aforesaid for mortgagee and/or trust deed holder to cure such defaults has expired without cure, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) Tenant shall not have the right to elect, by written notice given to Tenant, to have and shall not terminate this Lease made superior in whole or in part on account of default. No mortgagee and no person acquiring title to the demised Premises by reason of foreclosure of any such ground lease, master lease, mortgage or deed by conveyance in lieu of trust (foreclosure shall have any obligation or subject and subordinate liability to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return on account of any security deposit under the Lease unless the same such mortgagee or title holder shall have actually been deposited with receive such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest security deposit in the Premises and improvementscash.

Subordination. This Lease, and the rights of Tenant hereunder, are Lease is and shall be subject and subordinate to the interest of (iany mortgage(s), deed(s) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; , deeds to secure debt, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Property, and (iv) to all renewals, modifications, replacements refinancings, and extensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter a Mortgage shall be referred to as a “Mortgagee”) . This clause shall be self-operative. As an alternative, any Mortgagee shall have the right at any time to elect, by written notice given subordinate its Mortgage to Tenant, this Lease. Subject to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes terms of this Section 17.01. Such instruments may contain21, among other thingsin the event Mortgagee enforces its rights under the Mortgage, provisions Tenant, at Mortgagee’s option, will attorn to the effect that such Mortgagee (hereafter, or its successor for the purposes balance then remaining of the Term, and thereafter this Lease shall continue as a direct lease upon all of the same terms and conditions of this Section 17.01Lease between such Mortgagee, a as “Successor Landlord,” and Tenant, as “Tenant”) ; provided, however, that Mortgagee or its successor shall (i) not be liable for or bound by (i) any payment of any Rent installment which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; Lease (ii) not but Mortgagee, or such successor, shall be subject to the continuing obligations of landlord under the Lease arising from and after such succession, but only to the extent of Mortgagee’s, or such successor’s, interest in the Property as provided in Section 17), (iii) any offsets credits, claims, setoffs or defenses which Tenant might may have been able against Landlord, or (iv) any obligation under this Lease to assert against Landlord or its predecessorsmaintain a fitness facility at the Building, if any. For the sake of clarity, Landlord shall remain responsible for any acts or omissions of Landlord arising prior to the date transfer of such Successor Landlord’s succession ownership interest in the Property. Tenant, upon the reasonable request by Mortgagee or such successor in interest, shall execute and deliver a commercially reasonable instrument or instruments confirming such attornment. Landlord will obtain, within thirty (30) days of the Effective Date, a subordination, non-disturbance and attornment agreement (an “SNDA”) from the existing Mortgagee in the form attached hereto as Exhibit I. If Landlord fails to Landlord’s interest under this Lease; obtain the SNDA, Xxxxxx will have ten (iii10) not be liable for days from the return expiration of any security deposit under said thirty (30) day period to terminate the Lease unless the same shall have actually been deposited by delivering a written notice of termination Landlord. With respect to any future Mortgage, Landlord will use reasonable efforts to provide Tenant with an SNDA in favor of Tenant from such future Mortgagee on such Mortgagee’s standard recordable form, with such Successor Landlord; (iv) be entitled commercially reasonable changes as Tenant may reasonably request that are reasonably acceptable to receive notice of any Landlord default under this Lease plus a reasonable opportunity such Mortgagee, provided such form must state that the Mortgagee agrees to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification terms and conditions of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) provided Tenant is not be bound in Default, subject to such commercially reasonable terms and conditions as customarily required by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementslenders.

Subordination. This LeaseProvided that Tenant is provided with a reasonable and customary subordination, nondisturbance and attornment agreement duly executed by the rights holder of Tenant hereunderany mortgage or deed of trust or the landlord pursuant to any ground lease, are and this Lease shall be subject and subordinate at all times to (a) all ground leases or underlying leases that may now exist or hereafter be executed affecting either or both of the interest Premises and the Property and (b) any mortgage or deed of trust that may now exist or hereafter be placed upon, and encumber, any or all of (ix) all present and future the Property; (y) any ground leases or underlying leases for the benefit of the Property; and master leases of (z) all or any part portion of Landlord's interest or estate in any of said items. Notwithstanding the Building; (ii) present and future mortgages and deeds of trust encumbering all foregoing, Landlord shall have the right to subordinate or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of cause to be subordinated any such ground leases, master leases, mortgages and deeds of trust; provided, however, leases or underlying leases that any lessor under any such ground lease benefit the Property or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (liens to this Lease, SO LONG AS SUCH LIEN HOLDERS Tenant Initial__________ Landlord Initial__________ AGREE IN A SIGNED WRITING NOT TO DISRUPT TENANT'S LAWFUL ENJOYMENT, USE AND POSSESSION OF THE PREMISES IN ACCORDANCE WITH THE LEASE. Tenant shall execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have additional documents evidencing the right to elect, by written notice given to Tenant, to have priority of subordination of this Lease made superior in whole or in part with respect to any such ground lease, master lease, leases or underlying leases for the benefit of the Property or any such mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. This Lease, and the rights of Tenant hereunder, are and Sub-Lease shall be subject and subordinate at all times to the interest lien of existing mortgages and deeds of trust which are a lien on the Demised Premises. Either Landlord or Landlord's Lessor may assign its rights under this Sub-Lease as security to the holders of one or more mortgages (iwhich term shall include a mortgage, deed of trust, or other encumbrance) all present and future ground leases and master leases of now or thereafter in force against all or any part of the Building; land or improvements constituting the Demised Premises or the Warehouse Premises. Upon the request of Landlord or Landlord's Lessor, Tenant will subordinate its rights hereunder to the lien of one or more mortgages (iiwhich term shall include a mortgage, trust deed, or other encumbrance) present and future mortgages and deeds of trust encumbering now or hereafter in force against all or any part of the Building; (iii) land and improvements constituting the Demised Premises or the Warehouse Premises, and to all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trusthereafter to be made upon the security thereof; provided, however, that any lessor in the event of its acquiring title to the Demised Premises or the Warehouse Premises, whether through foreclosure, judicial process or otherwise, the mortgagee or holder of the mortgage shall recognize the validity of this Sub-Lease and shall honor the rights of Tenant hereunder so long as Tenant: (a) is not in default under any this Sub-Lease at the time such ground lease mortgagee acquires title to the Demised Premises or master lease the Warehouse Premises, and (b) agrees to attorn to such mortgagee as if it were the original Landlord hereunder. In connection therewith, Tenant shall upon the request of Landlord, or Landlord's Lessor or any mortgagee or beneficiary under holder of a mortgage on the Demised Premises or Warehouse Premises, execute and deliver to such requesting party an Estoppel Certificate as set forth in paragraph 46 hereinafter. Under no circumstances will Landlord or Landlord's Lessor execute any such mortgage or deed of trust (or security agreement with grants or attempts to grant a security interest in any such lessorequipment, mortgagee leasehold improvements or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to other property of Tenant, and Tenant shall not be required to have this Lease made superior in whole or in part convey such security interest to any such ground lease, master lease, mortgage lender or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission creditor of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements's Lessor.

Subordination. This Tenant accepts this Lease, and the rights of Tenant tenancy created hereunder, are and shall be subject and subordinate to any mortgages, overleases, leasehold mortgages or other security interests now or hereafter a lien upon or affecting the interest of (i) all present and future ground leases and master leases of all Building or the Property or any part of the Building; thereof. Tenant shall, at any time hereafter, within ten (ii10) present and future mortgages and deeds of trust encumbering all days after request from Landlord, execute a Subordination, Non-Disturbance Agreement in a form reasonably requested by any instruments or leases or other documents that may be required by any part of the Building; (iii) all past and future advances made under any such mortgages mortgage or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust overlandlord (any such lessor, mortgagee or beneficiary is hereinafter referred to as herein a “Mortgagee”) shall have for the right to elect, by written notice given to Tenant, to have purpose of subjecting or subordinating this Lease made superior in whole or in part and the tenancy created hereunder to the lien of any such ground lease, master lease, mortgage or deed of trust mortgages or underlying lease. Tenant expressly agrees that the thirty (30) day cure period concerning Tenant’s failure to perform or subject and subordinate to such ground lease, master lease, mortgage observe any covenant or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes agreement of this Lease (other than a default involving the payment of money) as set forth in Section 17.01. Such instruments may contain21, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall subsection (i) above shall not be liable for any act or omission of Landlord or its predecessorsapply to Tenant’s obligation to timely provide the foregoing Subordination, if any, prior to the date of such Successor Landlord’s succession Non-Disturbance Agreement to Landlord’s interest under this Lease; , and that Tenant shall be deemed to have committed an Event of Default if such Subordination, Non-Disturbance Agreement is not provided to Landlord within an additional five (ii5) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive day period after written notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as delivery. Landlord shall use commercially reasonable efforts to obtain an SNDA from any assets of such Successor Landlord other than its interest in the Premises future Mortgagee on a form reasonably acceptable to both Mortgagee and improvementsTenant.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be Lease is expressly made subject and subordinate to the interest ------------- any mortgage, deed of (i) all present and future trust, ground leases and master leases of all lease, underlying lease or like encumbrance affecting any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all Property or any part interest of the Building; Landlord therein which is now existing or hereafter executed or recorded (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust"Encumbrance"); provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed subordination shall only be effective, as to future Encumbrances, if the holder of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have Encumbrance agrees that this Lease made superior shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in whole or default under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) days after written request therefor by Landlord and in part a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such ground lease, master lease, mortgage 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 trust (or subject and subordinate to such ground lease, master lease, mortgage or deed proceedings for enforcement of trust but superior to any junior mortgage or junior deed of trust). Upon demandEncumbrance, Tenant shall execute, acknowledge immediately and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions automatically attorn to the new owner, and this Lease shall continue in full force and effect that such Mortgagee (hereafteras a direct lease between the Purchaser and Tenant on the terms and conditions set forth in this Lease. Landlord agrees to use reasonable efforts to obtain, for the purposes of this Section 17.01at Tenant's sole cost and expense, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to non-disturbance agreement from the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return holder of any security deposit existing Encumbrance under which the Lease unless holder of the same Encumbrance shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice agree that this lease shall survive the termination of any Landlord the "Encumbrance by lapse of time, foreclosure, or otherwise so long as Tenant is not in default under this Lease plus a reasonable opportunity to lease beyond any applicable cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsperiod.

Subordination. This LeaseSubject to the conditions provided in this Section 12.03, and the rights of Tenant hereunder, are this Lease is and shall be expressly subject and subordinate at all times to the interest lien of (i) all present and any future ground leases and master leases of all mortgage or any part of the Building; (ii) present and future mortgages and deeds deed of trust encumbering all or any part fee title to the Leased Premises. Landlord represents and warrants that as of the Building; (iii) all past and future advances made under any such mortgages date hereof, no mortgage or deeds deed of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under trust encumbers fee title to the Leased Premises. If any such mortgage or deed of trust (any be foreclosed, upon request of the mortgagee or beneficiary, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale provided such lessor, mortgagee or beneficiary is hereinafter referred recognizes Tenant’s rights hereunder. The subordination of this Lease to as any future mortgage or trust deed shall be conditioned upon Landlord delivering to Tenant a “Mortgagee”) shall have subordination, nondisturbance and attornment agreement from the right to electmortgagee of each mortgage encumbering the Leased Premises and from the ground lessor under each ground lease of the Leased Premises, by written notice given substantially in the form of Exhibit H hereto or otherwise reasonably acceptable to Tenant. Tenant shall execute and deliver same, provided, however, in no event shall Tenant’s failure to have execute such agreement affect Tenant’s obligation to subordinate this Lease, and in the event Tenant so fails to execute such agreement, this Lease made superior in whole or in part and Tenant’s rights hereunder shall nonetheless be subordinate to any such ground lease, master lease, each mortgage or deed of trust (or subject ground lease upon the terms and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest conditions set forth in the Premises and improvements.Exhibit H.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be and hereby is declared to be subject to and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and and/or deeds of trust encumbering ( “Mortgage”) now or at any time hereafter constituting a lien or charge upon the Premises, the improvements situated thereon, the Building or the Land, and to any and all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all increases, renewals, modifications, consolidations, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease thereof. Xxxxxx agrees to attorn to the Landlord’s current or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust future mortgagees (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) or to any transferee, purchaser, lessor or beneficiary (“Landlord Successor”) following any foreclosure, sale or transfer in lieu thereof. The provisions of this Article 13.01 shall have be self-operative, and no further instrument shall be required to effect such subordination of this Lease. Within ten (10) days after request, however, Tenant shall execute and deliver to any Mortgagee or Landlord Successor, a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) confirming the right subordination of the Lease and containing other terms and conditions satisfactory to electsuch Mortgagee or Landlord Successor; provided, by written notice given to that the SNDA (a) provides that Tenant, to have ’s use or possession of the Premises shall not be disturbed so long as Tenant is not in default under this Lease made superior in whole beyond any applicable periods for notice and cure, and (b) does not materially increase Tenant’s obligations hereunder. Notwithstanding any foreclosure or in part to sale under any such ground lease, master lease, mortgage or deed of trust (or subject transfer by deed in lieu thereof), so long as Tenant is not in default beyond any applicable periods for notice and subordinate to such ground leasecure, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest shall remain in full force and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementseffect.

Subordination. 25.01. This Lease, and the rights of Tenant hereunder, are Lease is and shall be subject and subordinate to the interest of (i) all present and future ground or underlying leases and master to all mortgages, options, and building loan agreements that may now or hereafter affect such leases or the real property of all or any which the Demised Premises are a part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) to all renewals, modifications, consolidations, replacements and extensions of any such ground or underlying leases, master leasesoptions, mortgages building loan agreements and deeds mortgages. The provisions of trust; providedthis Section 25.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, howeverTenant shall execute and deliver promptly at its own cost and expense any instrument, in recordable form, if required, that Landlord, the lessor of any lessor under any such ground or underlying lease or master lease or any mortgagee or beneficiary under the holder of any such mortgage or deed any of trust (any their respective successors in interest or assigns may request to evidence such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust)subordination. Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable to Landlord for any act or omission of damages, including actual, consequential and punitive damages, caused by Tenant's failure to deliver a subordination agreement in form acceptable to Landlord or its predecessors, if any, prior to and the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against party requesting same. Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus obtain a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its disturbance agreement from the existing, and all future lenders that have a mortgage interest in the Premises Building ("Mortgagee"), as well as any party in which Landlord may convey the Building or ground lease ("Future Owner") substantially similar to provisions set forth in the Subordination Non-Disturbance and improvementsAttornment Agreement ("SNDA")annexed hereto as Exhibit "F" within ninety (90) days (but in no event sooner than ninety (90) days from the Commencement Date) or the conveyance of the mortgage interest, ground lease or title, as the case may be.

Subordination. This Lease, Lease and the all rights of Tenant hereunder, hereunder are and shall be subject and subordinate to any Ground Lease and all other Property Documents. Further, pursuant to, and subject to, the interest Subordination, Nondisturbance and Attornment Agreement, dated as of the date hereof, by and between the Initial Landlord’s Lender and Tenant, (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed and all rights of trust (or Tenant hereunder are and shall be subject and subordinate to such ground lease, master lease, mortgage or deed any Lien created in favor of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Initial Landlord’s succession to Lender in connection with the Initial Landlord’s interest under this Lease; Debt and (ii) so long as no Event of Default exists, Tenant’s possession of the Leased Property and its rights hereunder shall not be subject to any offsets diminished, disturbed or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor interfered with by Initial Landlord’s succession to LandlordLender, and Tenant’s interest under this Lease; (iii) occupancy of the Leased Property shall not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound disturbed by any rent or additional rent which Tenant might have paid for more than reason whatsoever during the current month to Landlord; (vi) not be bound by any amendment or modification term of the this Lease or any cancellation extensions or surrender renewals thereof. This Lease and all rights of Tenant hereunder shall be senior to any future Lien created in favor of any Landlord’s Lender other than the Initial Landlord’s Lender; provided that Tenant agrees to enter into a “subordination, nondisturbance and attornment agreement” agreement with such Landlord’s Lender substantially on the same made without Successor terms and conditions as are contained in the form attached hereto as Exhibit C or such other terms and conditions upon which Tenant and such Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsLender may agree.

Subordination. This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and the rights of Tenant hereunder, are and this Lease shall be subject and subordinate at all times to ground or underlying leases and to the interest lien of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalstrust now or hereafter placed on, modificationsagainst or affecting the Building, replacements and extensions of Landlord’s interest or estate in the Building, or any such ground leases, master leases, mortgages and deeds of trustor underlying lease; provided, however, that any lessor under any such ground lease if the lessor, mortgagee, trustee, or master lease or any mortgagee or beneficiary under holder of any such mortgage or deed of trust (elects to have Tenant’s interest in this Lease be superior to any such lessorinstrument, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to electthen, by written notice given to Tenant, to have this Lease made superior in whole shall be deemed superior, whether this Lease was executed before or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust)after said instrument. Upon demandNotwithstanding the foregoing, Tenant shall execute, acknowledge covenants and agrees to execute and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes within ten (10) days of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets request such further instruments evidencing such subordination or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date superiority of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as may be required by Landlord. At Tenant’s request and at Tenant’s sole expense, Landlord shall make request of any future mortgagee (there is no current mortgagee) that it provide a result non-disturbance agreement in favor of Tenant, but the failure to obtain such Landlord default; (v) non-disturbance agreement shall not be bound a failure of condition of this Lease. Tenant shall reimburse Landlord for any fees and charges imposed by any rent or additional rent which Tenant might have paid for more than said mortgagee in connection with the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse disturbance agreement, as to any assets of such Successor Landlord other than its interest in the Premises well as for reasonable attorneys’ fees and improvementscosts incurred by Landlord.

Subordination. This Lease(a) Subject to Subparagraph 17.3(b), this Lease is subject and subordinate, in lien and operation, to any underlying leases, mortgages, other title exceptions or objections, which affect the Leased Premises and are of public record as of the Commencement Date, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, consolidations, supplements, replacements and extensions thereof, and all advances made or to be made thereunder for the full amount of such advances and without regard for the time or character of such advances. This Lease is also subject and subordinate to any and all future mortgages affecting the Leased Premises which may hereafter be executed and placed of public record by Landlord after the Commencement Date, or any renewals, modifications, consolidations, supplements, 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. Without limitation on the foregoing provisions of this Section 17.3(a), this Lease is subject and subordinate to that certain Mortgage dated June 30, 1992 from Landlord to Blue Xxxx Funding, Inc., as mortgagee, now held by United States Trust Company of New York, as trustee, mortgagee, and this Lease has been assigned as collateral security by Landlord to United States Trust Company of New York, as trustee, mortgagee under such Mortgage. Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or any Lender as may be reasonably necessary or proper to assure the subordination of this Lease to any such ground leasesmortgage provided that such documents and instruments shall not impose upon Tenant obligations other than those set forth in this Lease. However, master leases, mortgages and deeds of trust; provided, however, that any if the lessor under any such ground lease or master lease or any mortgagee or beneficiary under Lender holding any such mortgage mortgage, shall advise Landlord that it desires or deed requires this Lease to be prior and superior thereto, then, upon written request of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given Landlord to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments reasonably requested by which Landlord or any such Mortgagee lessor or Lender deems necessary or desirable to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under make this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest thereto in lien and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsoperation.

Subordination. This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the rights election of Tenant hereunderLandlord or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Development, are and shall or any lessor of a ground or underlying lease with respect to the Building, this Lease will be subject and subordinate to the interest of at all times to: (i) all present and future ground leases and master or underlying leases of all which may now exist or any part of hereafter be executed affecting the Building; and (ii) present and future mortgages and deeds the lien of any mortgage or deed of trust encumbering all which may now exist or hereafter be executed for which the Building, the Development or any part leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalsforegoing, modifications, replacements and extensions of Landlord reserves the right to subordinate any such ground leases, master leases, mortgages and deeds of trust; provided, however, that leases or underlying leases or any lessor under such liens to this Lease. If any such ground lease or master underlying lease terminates for any reason or any mortgagee or beneficiary under any such mortgage or deed of trust (is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant agrees to attorn to and become the tenant of such successor in which event Tenant's right to possession of the Premises will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such lessorforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, mortgagee upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have subordination of this Lease made superior in whole or in part and Tenant's attornment agreement with respect to any such ground lease, master lease, lease or underlying leases or the lien of any such mortgage or deed of trust trust. If Tenant fails to sign and return any such documents within ten (or subject and subordinate to such ground lease, master lease, mortgage or deed 10) days of trust but superior to any junior mortgage or junior deed of trust). Upon demandreceipt, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not will be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord in default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementshereunder.

Subordination. This LeaseIn the event Landlord’s title or leasehold interest is now or hereafter encumbered by a deed of trust, upon the interest of Landlord in the land and Building in which the demised Premises are located, to secure a loan from a lender (hereinafter referred to as “Lender”) to Landlord, Tenant shall, at the request of Landlord, execute in writing an agreement in form reasonably satisfactory to Tenant subordinating its rights under this Lease to the lien of Tenant hereundersuch deed of trust, are and or, if so requested, agreeing that the lien of Lender’s deed of trust shall be or remain subject and subordinate to the interest rights of (i) Tenant under this Lease. Notwithstanding any such subordination, Tenant’s possession under this Lease shall not be disturbed if Tenant is not in default and so long as Tenant shall pay all present rent and future ground leases observe and master leases of perform all or any part of the Building; (ii) present provisions set forth in this Lease. With respect to any encumbrance on the Property to be recorded after the execution hereof, no subordination of Tenant’s rights under this Lease shall be effective unless and future mortgages and deeds of trust encumbering all or any part until the Tenant has received a non-disturbance agreement from the holder of the Building; encumbrance in recordable commercially reasonable form. With respect to any Lenders currently holding encumbrances on the Property, Landlord will make best effort to deliver to Tenant, within sixty (iii60) all past and future advances made under any such mortgages or deeds days after the Effective Date of trust; and (iv) all renewalsthis Lease, modifications, replacements and extensions a non-disturbance agreement confirming the agreement of any such ground leasesLender not to disturb Tenant’s possession of the Premises, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) which shall have the right to elect, by written notice given be in form reasonably satisfactory to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. As used throughout this Section 18, the term “mortgagee” shall refer to the holder of a mortgage or deed of trust or ground lease affecting the Premises. This Lease, Lease and the rights of Tenant hereunder, are and hereunder shall be and are hereby made subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions provisions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust affecting the Premises, and to each advance made or hereafter to be made under the same, and to all renewals, modifications, consolidations and extensions thereof and all substitutions therefor. This Section 18 shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of the provisions of this Section 18, Tenant shall execute and deliver promptly any certification or instrument that Landlord or any mortgagee may request, and failing to do so within ten (10) days after written demand, Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact in Tenant’s name, place and stead, to do so, and/or Landlord may declare this Lease to be in default. If any mortgagee or subject and subordinate ground lessor shall elect to such have this Lease prior to the lien of its mortgage, deed of trust or ground lease, master leaseand shall give written notice thereof to Tenant, mortgage or this Lease shall be deemed prior to such mortgage, deed of trust but superior to any junior mortgage or junior deed of trust). Upon demandground lease, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord whether this Lease is dated prior or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior subsequent to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets said mortgage, deed of trust or defenses which Tenant might have been able to assert against Landlord ground lease or its predecessors, if any, prior to the date of recording thereof. Tenant shall and does hereby agree to attorn to any mortgagee or successor in title and to recognize such Successor mortgagee or successor as its landlord in the event any such person or entity succeeds to the interest of Landlord’s succession to Landlord’s interest under . Notwithstanding any other provision of this Lease; (iii) not be liable for , in the return event that any mortgagee or its respective successor in title shall succeed to the interest or Landlord hereunder, the liability of such mortgagee or successor shall exist only so long as it is the owner of the Building, or any security deposit interest therein, or is the tenant under the Lease unless the same shall have actually been deposited said ground lease. Landlord will use commercially reasonable efforts to provide Tenant with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior subordination, non-disturbance and attornment agreement, in a form mutually satisfactory to Tenant having and any right current or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent future mortgagee, which Tenant might have paid for more than the current month agrees to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation execute and deliver to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementspromptly on receipt thereof.

Subordination. This Lease(a) Subject to the provisions of this Article 7, and the rights of Tenant hereunder, are and shall be this Lease is subject and subordinate to each mortgage (a “Superior Mortgage”) and each underlying lease including the interest of Xxxxxxxxx (ia “Superior Lease”) all present and future ground leases and master leases of which may now or hereafter affect all or any part portion of the Building; (ii) present and future mortgages and deeds of trust encumbering all Project or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any interest therein. The lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary a Superior Lease is hereinafter referred to as called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments instrument reasonably requested by Landlord, a Superior Lessor or a Superior Mortgagee to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall not (i) result in a material increase in Tenant’s obligations under this Lease or a material reduction in the benefits available to Tenant or (ii) diminish the rights, privileges, interest or estate of Tenant or alter the Term, the Premises or the services to be provided to Tenant by Landlord hereunder (except, in either case, to a de minimis extent). In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions person succeeding to the effect that interest of such Mortgagee mortgagee or lessor (hereafter, for the purposes of this Section 17.01each, a “Successor Landlord”) ), shall automatically become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease); provided, however, that any Successor Landlord shall not be (i) not be liable for any act act, omission or omission default of Landlord or its predecessors, if any, any prior to the date of such Successor landlord (including Landlord’s succession to Landlord’s interest under this Lease); (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security monies paid to or on deposit under with any prior landlord (including Landlord), except to the Lease unless the same shall have actually been deposited with extent such monies or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including Landlord); (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent Rent which Tenant might have paid for more than thirty (30) days in advance of the current month date upon which such payment was due to any prior landlord (including Landlord) unless actually received by such Successor Landlord or expressly approved in writing by it or received by it; (v) bound by any covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums to Tenant in connection therewith; or (vi) not be bound by any amendment waiver or modification of the Lease forbearance under, or any amendment, modification, abridgement, cancellation or surrender of the same of, this Lease made without the consent of such Successor Landlord’s prior written consent; (vii) not . Nothing contained herein shall be bound deemed to relieve any Successor Landlord of any liability arising by any obligation to make any payment to Tenant which was required to be made prior to reason of its acts or omissions from or after the time date that such Successor Landlord succeeded to Landlord’s interest shall become the landlord under this Lease, and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest shall be obligated to perform Landlord’s obligations under this Lease arising from and after becoming landlord, in accordance with the Premises provisions of this Lease. Upon request by such Successor Landlord, Tenant shall execute and improvementsdeliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to make such attornment effective.

Subordination. This LeaseTenant agrees that this Agreement shall, and at the rights option of Tenant hereunderLandlord, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds mortgage, deed of trust encumbering all or other instrument of security which has been or shall be placed on the Premises, and this subordination is hereby made effective without any part further act of Tenant or Landlord provided that the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions holder of any such ground leasesinstrument to which this Agreement is subordinated provides a Subordination and Non-Disturbance Agreement (“SNDA”) in the form attached hereto as Exhibit “E” or in such other commercially reasonable form as may be acceptable to the lender and Tenant. Tenant shall, master leasesat any time hereinafter, mortgages and deeds on demand, execute an SNDA in such form for the purpose of trust; provided, however, that any lessor under subjecting or subordinating this Agreement to the lien of any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or mortgage, deed of trust or other instrument of security. If Tenant fails within ten (10) days following receipt of said SNDA to execute and deliver any such lessordocument such failure shall, mortgagee or beneficiary is hereinafter referred at Landlord’s option, constitute a default by Tenant under this Agreement. Tenant agrees to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part attorn to any such ground leasepurchaser at any foreclosure sale, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage grantee or junior transferee designated in any deed given in lieu of trust)foreclosure. Upon demandIn such event, Tenant shall execute, at Landlord’s or the lender’s request, such recognition and attornment agreement as the lender, at its option, may reasonably require. Landlord and Tenant acknowledge that it is the intention that a subordination, non-disturbance and deliver attornment agreement (in reasonably industry standard form) be executed by Landlord, Tenant and any instruments reasonably requested by mortgage lender for the Premises. Landlord or agrees to be diligent and negotiate in good faith with any such Mortgagee lender to effect obtain quiet enjoyment/non-disturbance agreement regarding the purposes Premises provided that Tenant is in conformance with the terms and conditions of this Section 17.01the Agreement. Such instruments may contain, among other things, provisions (Landlord shall not be required to pay any consideration to the effect that such Mortgagee (hereafter, lender for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementssame).

Subordination. This Lease, Lease and the Xxxxxx’s rights of Tenant hereunder, under this Lease are and shall be subject and subordinate to any ground or underlying lease, mortgage, indenture, deed of trust, or other lien or encumbrance (each a “superior lien”), together with any renewals, extensions, modifications, consolidations, and replacements of such superior lien, now or after the interest of (i) all present and future ground leases and master leases of date affecting or placed, charged or enforced against the Leased Premises, or all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all portion thereof or any part interest of Landlord in them or Landlord’s interest in this Lease and the Building; leasehold estate created by this Lease (iii) all past and future advances made under except to the extent any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, instrument expressly provides that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made is superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trustinstrument). Upon demandThis provision will be self-operative and no further instrument of subordination will be required in order to affect it. Notwithstanding the foregoing, Tenant shall Xxxxxx will execute, acknowledge acknowledge, and deliver any instruments to Landlord, within twenty (20) business days after written demand by Landlord, such documents as may be reasonably requested by Landlord or the holder of any superior lien to confirm or effect any such Mortgagee subordination, provided that any such superior lien holder agrees that this Lease shall remain in effect and Xxxxxx’s right to effect possession and quiet enjoyment will not be disturbed for the purposes full Term (as may be extended) as long as Tenant is not in default under this Lease. Landlord covenants to timely perform the terms of the City Lease such that Tenant shall enjoy peaceful possession of the Leased Premises throughout the Term of this Section 17.01Lease. Such instruments may contain, among other things, provisions to Landlord warrants there are no mortgages on the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, Leased Premises prior to the date interests of such Successor Landlord’s succession to Landlord’s interest under Tenant at the execution of this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as a “Mortgage”) against the Premises or any portion thereof. This Lease, Lease and the rights of Tenant hereunderhereunder shall automatically, and without the requirement of the execution of any further documents, be and are and shall be hereby made expressly subject and subordinate at all times to the lien of any Mortgage now or hereafter encumbering any portion of the Improvements, and to all advances made or hereafter to be made upon the security thereof provided such lender does not disturb Tenant’s possession hereunder as long as (i) Tenant is not in default hereunder, (ii) upon the written direction of mortgagee Tenant pay all rents arising under this Lease as directed by such mortgagee; (iii) in the event such mortgagee enforces its rights under the Mortgage or such lease is terminated due to a default by Landlord, Tenant will, upon request of any person succeeding to the interest of Landlord in the Premises (i“successor in interest”) all present and future ground leases and master leases as the result of all said enforcement, automatically attorn to such successor in interest, without any change in terms or any part other provisions of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trustthis Lease; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust said successor in interest shall not be: (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”a) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any previous act or omission of Landlord or its predecessorsany prior landlord, if anyincluding Landlord, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity except for acts or omissions that arise and/or exist after such successor in interest takes title to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord defaultthe Premises; (vb) not be bound by any payment of rent or additional rent which Tenant might have paid for more than one month in advance, except payments in the current month nature of security, but only to Landlordthe extent such payments have been delivered to such successor in interest; (vic) not be bound by any amendment modifications to the Lease (including any agreement providing for early termination or modification cancellation of the Lease Lease) made without any requisite consent of the mortgagee or any cancellation or surrender of the same made without Successor Landlord’s prior written consentsuch successor in interest; (viid) not be bound by any covenant or obligation of Landlord to perform, undertake or complete any work in the Premises or to prepare it for occupancy; (e) bound by any obligation to make any payment to Tenant which was required or to grant any credits, except for service, repairs, maintenance and restoration provided for under this Lease to be made performed by Landlord after the date of Tenant’s attornment; (f) responsible for any funds, including security deposits, owing to Tenant unless delivered by Landlord to such successor in interest; or (g) subject to any demands, credits, claims, counterclaims, offsets or defenses which Tenant might have against any prior landlord, including Landlord. Notwithstanding the foregoing, Tenant agrees to execute and deliver such instruments (which instruments Tenant agrees will be in form and substance satisfactory to the time mortgagee of such Successor Landlord succeeded to Landlord’s interest and (viiiMortgage, in its sole discretion) not be bound by any obligation under the subordinating this Lease to perform the lien of any work or to make Mortgage entered into by Landlord after the execution of this Lease provided that any improvements such instruments shall contain language that such mortgagee shall not disturb Tenant’s possession hereunder as long as Tenant is not in default hereunder and attorns to the demised record owner of the Premises. Any obligations of Notwithstanding anything to the contrary contained herein, any Successor Landlord mortgagee under a Mortgage may, by notice in writing to the Tenant, subordinate its respective lease shall be non-recourse as Mortgage to any assets of such Successor Landlord other than its interest in the Premises and improvementsthis Lease. ARTICLE XXV.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be accepts this Lease subject and subordinate to any recorded mortgage or deed of trust lien presently existing or hereafter created upon the interest Leased Premises and to all existing recorded restrictions, covenants, easements, and other agreements with respect to the Lased Premises; provided, that the holder of (i) all present and future ground leases and master leases of all any lien placed against the Leased Premises or any part of the Building; (ii) present portion thereof to enter into an agreement with Tenant making this Lease expressly subject and future mortgages subordinate to such lien and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements consolidations, replacements, and extensions thereof, wherein the Tenant shall agree to attorn to the purchaser at any foreclosure sale of such lien and such agreement shall contain a covenant binding upon the holder of such lien to the effect that, as long as there shall be no event of default on the part of Tenant entitling Landlord to terminate this Lease, or if any such event of default exists and the time in which to cure the event of default as contained herein shall not have expired, this Lease shall not be terminated or modified in any respect whatsoever nor shall Tenant’s rights hereunder or its occupancy of the Leased Premises be affected in any manner by reason of such lien or any foreclosure action or other proceeding that may be instituted in connection therewith or in lieu thereof, The holder of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (lien, or the ground lessor under any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, upon the Leased Premises is hereby irrevocably vested with full power and authority upon its election to subordinate its interest in the Leased Premises to the Tenant’s interest under this Lease. Upon the request of the holder of any mortgage or deed of trust (lien, or subject and subordinate to such the ground lessor under any ground lease, master lease, mortgage presently existing or deed of trust but superior to any junior mortgage hereafter created upon the Building or junior deed of trust). Upon demandProject, Tenant shall and Landlord agree to execute, acknowledge and deliver any instruments reasonably requested by Landlord or within thirty (30) days following receipt of a written request therefor from any such Mortgagee to effect lienholder or ground lessor (as the purposes of this Section 17.01. Such instruments case may containbe), among other thingssuch an agreement containing the aforesaid terms, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited together with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right additional changes as the lienholder or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsground lessor may otherwise reasonably require.

Subordination. Section 10.1. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject and subordinate to the interest of (i) all present Mortgages now or hereinafter in effect and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) to all renewals, modifications, consolidations, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trustMortgages; provided, however, that any lessor the Mortgagee shall execute and deliver to Tenant an agreement in such form as may be reasonably requested by the Mortgagee (the "Non-Disturbance Agreement") to the effect that, if there shall be a foreclosure of its Mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, unless necessary under any applicable law for the Mortgagee to foreclose, or if there shall be a foreclosure of such ground lease Mortgage, such Mortgagee shall not evict Tenant, disturb Tenant's leasehold estate or master lease rights hereunder, in all events provided that no Event of Default then exists, and Tenant shall attorn to the Mortgagee or any mortgagee successor-in-interest to Landlord or beneficiary under the Mortgagee. Tenant shall, together with the Mortgagee, execute and deliver promptly any certificate or further agreement that Landlord may request in confirmation of such mortgage subordination. If, in connection with the financing of the Property, any lending institution or deed Landlord shall request reasonable modifications of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole that do not increase the monetary obligations of Tenant under this Lease or in part to any such ground lease, master lease, mortgage materially increase the other obligations of Tenant under this Lease or deed materially and adversely affect the rights of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demandTenant under this Lease, Tenant shall executemake such modifications. Any Non-Disturbance Agreement may be made on the condition that neither the Mortgagee nor anyone claiming by, acknowledge and deliver any instruments reasonably requested by Landlord through or any under such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.be:

Subordination. This LeaseIn the event Landlord’s title or leasehold interest is now or hereafter encumbered in order to secure a loan to Landlord, and Tenant shall, at the request of Landlord or the lender, execute in writing an agreement subordinating its rights under this lease to the lien of Tenant hereundersuch encumbrance, are and or, if so requested, agreeing that the lien of lender’s encumbrance shall be or remain subject and subordinate to the interest rights of (i) all present Tenant under this lease. Tenant hereby irrevocably appoints Landlord the attorney-in-fact of Tenant to execute, deliver and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under record any such mortgages instrument or deeds instruments for and in the name and on behalf of trust; and (iv) all renewals, modifications, replacements and extensions of Tenant. Notwithstanding any such ground leasessubordination, master leasesTenant’s possession under this lease shall not be disturbed if Tenant is not in default and so long as Tenant shall pay all amounts due hereunder and otherwise observe and perform all provisions of this lease. In addition, mortgages and deeds of trust; provided, however, that any lessor under if in connection with any such ground loan the lender shall request reasonable modifications of this lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate condition to such ground leasefinancing, master leaseTenant will not unreasonably withhold, mortgage delay or deed defer its consent thereof, provided that such modifications do not increase the obligations of trust but superior to any junior mortgage Tenant hereunder or junior deed of trust)materially adversely affect the leasehold interest hereby created or Tenant’s rights hereunder. Upon demandWithin ten (10) days after written request from Landlord, Tenant shall execute, acknowledge and deliver any instruments to Landlord such financial statements as are reasonably requested required by Landlord or Landlord’s lender to verify the net worth of Tenant. In addition, Tenant shall deliver to Landlord’s lender any financial statements required by such Mortgagee holder to effect facilitate the purposes financing or refinancing of this Section 17.01Landlord’s interest in the Project. Such instruments may contain, among other things, provisions Tenant represents and warrants to the effect Landlord that each such Mortgagee (hereafter, for the purposes financial statement is a true and accurate statement as of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not statement. All financial statements shall be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not confidential and shall be liable used only for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementspurposes set forth herein.

Subordination. This LeaseLease may, at the option of Landlord, be made 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 the rights of Tenant hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions thereof; provided that as a condition of any such ground leasessubordination, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any 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 lessormortgage, mortgagee or by the trustee and the beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior named in whole or in part to any such ground leasedeed of trust, master leaseand is recorded simultaneously with said mortgage or deed of trust, providing that notwithstanding any default in the mortgage or deed of trust (and any foreclosure thereof, or subject the enforcement by the holder thereof of any rights or remedies, including sale thereunder, or otherwise, this Lease shall be recognized, remain in full force and subordinate to such ground leaseeffect, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, and the Tenant shall executebe permitted to remain in quiet and peaceful possession of the Premises throughout the term thereof, acknowledge and deliver any instruments reasonably requested by Landlord extension or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may containrenewal thereof, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) as long as Tenant shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest in default 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 (ii30) not be subject days after Landlord's request, execute any 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 offsets such encumbrances or defenses which Tenant might have been able underlying leases. Such subordination instrument(s) shall be strictly limited to assert against Landlord matters contained in the nondisturbance agreement, and no such instrument may increase any of Tenant's obligations or its predecessors, if any, prior to the date decrease any of such Successor Landlord’s succession to Landlord’s interest Tenant's rights under this Lease; (iii. Tenant's failure to execute and deliver such instrument(s) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord constitute a default under this Lease plus a reasonable opportunity only if Landlord has first delivered the nondisturbance agreement required hereunder to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsTenant.

Subordination. This LeaseEach of the parties hereto hereby agrees, notwithstanding anything to the contrary contained herein or in any other documents related to this Note, that the payment of any and all of the indebtedness evidenced by this Note (including the principal hereof and interest hereon) shall be subordinated and junior in right and time of payment and exercise of remedies to the prior Payment in Full of the Senior Indebtedness of Northstar Healthcare Acquisitions, L.L.C. (hereinafter, the “Borrower”), and the rights of Tenant hereunderother Loan Parties (as defined in the Senior Financing Agreement, are defined below, including the Maker; collectively, the “Debtors”) in all respects. Each Holder acknowledges and shall agrees that payments under this Note may only be subject and subordinate made by the Maker to the interest extent permitted under that certain Credit Agreement, dated as of October 28, 2016 (as may from time to time be amended, restated, supplemented or otherwise modified, the “Senior Financing Agreement”), by and among the Borrower, NHC, Northstar Healthcare Holdings, Inc., a Delaware corporation, the other Debtors from time to time party thereto, each lender from time to time party thereto, and Compass Bank in its individual capacity and as administrative agent. Notwithstanding anything to the contrary contained in this Note, (i) all present no payments may be made on this Note if, before or after giving effect thereto, any Event of Default (as such term is defined in the Senior Financing Agreement) exists under the Senior Financing Agreement and future ground leases and master leases of all or any part of the Building; (ii) present the parties acknowledge and future mortgages agree that (1) Maker’s failure to make a payment of principal or interest when due under this Note at any time that such payment is prohibited under the terms of any Senior Indebtedness shall not constitute default or breach hereunder and deeds (2) nothing herein shall be deemed to prohibit the exercise by a Holder of trust encumbering all powers, rights and remedies of such party hereunder. The parties hereby designate all Senior Lenders, from time to time, as intended third-party beneficiaries of this Note. Each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Indebtedness in reliance upon the provisions contained in this Note. The parties hereto and the holders of each Note and Senior Indebtedness intend that the subordination provisions set forth herein be enforceable in any Proceeding as a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsapplicable law.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject and subordinate to any mortgage, deed of trust or ground lease now or hereafter placed upon the interest of (i) all present and future ground leases and master leases of all Premises, the Complex, the Property or any part of the Building; (ii) present portion thereof by Lessor or its successors or assigns, and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalsto amendments, modificationsreplacements, 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 ground leasesmortgage, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (or ground lease. It is agreed, nevertheless, that as long as Lessee is not in default in the payment of Base Rent, Additional Rent, and other charges to be paid by Lessee under this Lease and the performance of all covenants, agreements and conditions to be performed by Lessee under this Lease, then neither Lessee's right to quiet enjoyment under this Lease, nor the right of Lessee to continue to occupy the Premises and to conduct its business thereon, in accordance with the terms of this Lease as against any lessor, lessee, mortgagee, trustee or their successors or assigns shall be interfered with. The above subordination shall be effective without the necessity of the execution and delivery of any further instruments on the part of Lessee to effectuate such subordination. Notwithstanding anything hereinabove contained in this Article XVI, in the event the holder of any mortgage, deed of trust or ground lease shall at any time elect to have this Lease constitute a prior and superior lien to its mortgage, deed of trust or ground lease, then, and in such event, upon any such holder or landlord notifying Lessee to that effect in writing, this Lease shall be deemed prior and superior in lien to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or ground lease, and Lessee shall execute such attornment agreement as may be reasonably requested by said holder. Lessee agrees, provided the mortgagee, ground lessor or trust deed holder under any mortgage, ground lease, deed of trust or other security instrument shall have notified Lessee in writing (by the way of a notice of assignment of lease or otherwise) of its address, that Lessee shall give such mortgagee, ground lessor, mortgagee trust deed holder or beneficiary is hereinafter referred other secured party ("Mortgagee"), simultaneously with delivery of notice to as Lessor, by registered or certified mail, a “Mortgagee”) copy of any such notice of default served upon Lessor. Lessee further agrees that said Mortgagee shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to cure any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless alleged default during the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity period that Lessor has to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. This Lease(a) Subject to the provisions of Section 6.01(c), and the rights of Tenant hereunder, are and shall be this Lease is subject and subordinate to the interest of each mortgage (ia “Superior Mortgage”) all present and future ground leases and master leases of each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any part portion of the Building; (ii) present and future mortgages and deeds of trust encumbering all Project or any part of the Building; (iii) all past interest therein and future advances made under to each document or instrument to which any such mortgages Superior Mortgage or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any Superior Lease is subordinate. The lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary a Superior Lease is hereinafter referred to as called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments commercially reasonable instrument reasonably requested by Landlord Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be necessary to make such subordination effective (provided, that such instrument shall not violate the conditions described in clauses (i) through (iv) of the immediately succeeding sentence). Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall not (i) reduce or extend the Term, (ii) increase the Rent, (iii) reduce the area of the Premises, or (iv) other than to a de minimis extent, increase Tenant’s obligations or decrease Tenant’s rights under this Lease. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions person succeeding to the effect that interest of such Mortgagee mortgagee or lessor (hereafter, for the purposes of this Section 17.01each, a “Successor Landlord”) ), shall automatically become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease); provided, that any Successor Landlord shall not be (i) not be liable for any act act, omission or omission default of any prior landlord (including, without limitation, Landlord), except to the extent that any such non-monetary default of an obligation of Landlord or its predecessors, if any, prior to under this Lease continues after the date of such that Successor Landlord’s succession Landlord succeeds to Landlord’s interest under this Leasein the Project and Successor Landlord has been given written notice and a reasonable opportunity to cure same; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security moneys paid to or on deposit under with any prior landlord (including, without limitation, Landlord), except to the Lease unless the same shall have actually been deposited with extent such moneys or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord); (v) bound by any covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums to Tenant in connection therewith; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant; or (vii) bound by any waiver or forbearance under, or any amendment, modification, abridgment, cancellation or surrender of, this Lease made without the consent of such Successor Landlord. Upon request by such Successor Landlord, Tenant which was required to be made prior to the time shall execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord succeeded (at no out-of-pocket cost to Landlord’s interest and (viii) not Tenant other than any legal fees Tenant may incur in connection therewith), confirming the attornment provided for herein, but no such instrument shall be bound by any obligation under the Lease to perform any work or necessary to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsattornment effective.

Subordination. This LeaseWithout the necessity of any additional document being executed by Lessee for the purposes of effecting a subordination, and at the rights election of Tenant hereunderLessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, are and shall this Lease will be subject and subordinate to the interest of at all times to: (i) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Property, and master leases of all or any part of the Building; (ii) present and future mortgages and deeds the lien of any mortgage or deed of trust encumbering all which may now exist or hereafter be executed in any part of amount for which the Building; (iii) all past and future advances made under any such mortgages Property, ground leases or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground underlying leases, master leases, mortgages and deeds or Lessor’s interest or estate in any of trust; provided, however, that any lessor under any such ground lease or master lease said items is specified as security. Lessor or any mortgagee or beneficiary ground lessor will have the right, at its election, to subordinate or cause to be subordinated any ground lessee or underlying leases or any such liens to this Lease. If Lessor’s interest in the Premises is acquired by any ground lessor or mortgagee, or in the event any proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any mortgage or deed of trust made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Lessee will, notwithstanding any subordination and upon the request of such successor in interest to Lessor, attorn to and become the Lessee of the successor in interest to Lessor and recognize such successor in interest as the Lessor under this Lease, provided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee acknowledges that although this Paragraph is self-executing, Lessee covenants and agrees to execute and deliver, upon demand by Lessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust (trust, provided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee agrees that any such lessor, mortgagee person or beneficiary is hereinafter referred entity who acquires title to as the Premises pursuant to a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or foreclosure of a deed of trust (or subject and subordinate to such ground leasemortgage, master lease, mortgage or deed in lieu thereof, or the termination of trust but superior an underlying ground lease or master lease (a “Foreclosing Party”), even if such Foreclosing Party elects to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions have Lessee attorn to the effect that such Mortgagee (hereafterForeclosing Party under this Lease, for the purposes of this Section 17.01, a “Successor Landlord”) shall not be (i) not be liable for any act or omission of Landlord any prior lessor or its predecessors, if any, with respect to events occurring prior to the date its acquisition of such Successor Landlord’s succession to Landlord’s interest under this Lease; ownership, (ii) not be subject to any offsets or defenses which Tenant Lessee might have been able to assert against Landlord or its predecessorsany prior lessor, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be bound by prepayment of more than one month’s rent, (iv) liable for the return of any security deposit under the Lease unless the same shall have not actually been deposited with received by such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right person or ability to terminate this Lease as a result of such Landlord default; entity, (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification to this Lease not consented to in writing by the holder of the mortgage, deed of trust, ground lease or master lease or the Foreclosing Party, or (vi) liable for any obligation or liability accruing under this Lease or any cancellation or surrender after the Foreclosing Party assigns its interest under this Lease to a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant foregoing provisions, and all other provisions of this Lease which was required to be made prior to are for the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under benefit of a Foreclosing Party, which rights shall survive a foreclosure of the Lease to perform any work deed of trust or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsmortgage.

Subordination. This Without the necessity of any further instrument or act of Tenant, this Lease, and Xxxxxx’s interest and rights hereunder, are, and shall be, subject and subordinate at all times to the lien of any existing or future first mortgage on the Building or any ground lease which the Building is subject to, and all amendments, modifications, assignments and extensions thereof. Xxxxxx agrees, at the election of the holder of any such mortgage, or lessor for any ground lease, to attorn to any such holder or lessor. Xxxxxx agrees upon demand to execute, acknowledge and deliver such commercially reasonable instruments, confirming such subordination and such instruments of attornment as shall be reasonably requested by any such holder; provided that such instrument shall not increase the obligations of Tenant under this Lease or decrease the rights of Tenant hereunderunder this Lease in any material respect. Notwithstanding the foregoing, are and any such holder may at any time subordinate its mortgage to this Lease, without Xxxxxx’s consent, by notice in writing to Tenant. The term “mortgage” whenever used in this Lease shall be subject and subordinate deemed to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or include deeds of trust; , security assignments and (iv) all renewalsany other encumbrances, modifications, replacements and extensions any reference to the “holder” of any such ground leases, master leases, mortgages and deeds a mortgage shall be deemed to include the beneficiary under a deed of trust; provided. Notwithstanding the preceding provisions of this Paragraph, howeverthis Lease and Xxxxxx’s interest in the Premises shall not be subordinate to any future mortgage or deed of trust on the Building, that and Tenant shall not be obligated to execute an instrument subordinating this Lease or Tenant’s interest in the Premises to any lessor under any future mortgage or deed of trust on the Building, unless concurrently with such ground lease or master lease or any mortgagee or beneficiary under any subordination the holder of such mortgage or deed of trust agrees in such instrument of subordination not to disturb Tenant’s possession of the Premises (any so long as no default exists under the Lease) in the event such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions holder acquires title to the effect that such Mortgagee (hereafterPremises through foreclosure, for the purposes deed in lieu of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act foreclosure or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsotherwise.

Subordination. This Lease15. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and the rights of Tenant hereunder, are and this Lease shall be subject and subordinate at all times to (so long as there exists a non disturbance agreement of Tenant conditioned upon Tenant’s attornment thereof) : (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the land upon which the Building or any common areas are situated, and (b) the lien or interest of (i) all present and future any mortgage or deed to secure debt which may now exist or hereafter be executed in any amount for which said Building, land, ground leases and master or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord shall have the right to subordinate or cause to be subordinated any such ground leases of all or underlying leases or any part such liens or interests of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds to secure debt to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed to secure debt is foreclosed or a conveyance in lieu of trust; foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and (iv) all renewalsbecome the Tenant of the successor in interest to Landlord at the option of such successor in interest. Tenant agrees to execute such non-disturbance and attornment agreements as the holder of any mortgage or deed to secure debt on the Building may reasonably require. Tenant covenants and agrees to execute and deliver, modificationsupon demand by Landlord and in the form requested by Landlord, replacements and extensions any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases, master leases, mortgages and deeds leases or underlying leases or the lien of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed to secure debt. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of trust (Tenant to execute, deliver and record any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest documents in the Premises name and improvementson behalf of Tenant.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject and subordinate to the interest of any and all mortgages (i) all present which term “mortgages” shall include both construction and future ground leases permanent financing and master leases of all or any part of the Building; (ii) present and future mortgages and shall include deeds of trust encumbering and similar security instruments) that may now or hereafter encumber the Land and/or the Project, and to all or and any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, extensions, modifications, replacements recastings or refinancing thereof, on the condition that Landlord shall deliver to Tenant an executed subordination, non-disturbance and extensions attornment agreement (“SNDA”) in favor of Tenant from any Landlord’s lender, in a form as to which Tenant and such lender shall agree, within forty-five (45) days after (a) the date of this Lease, or (b) the date of any subsequent lender recording, provided that such ground leasesSNDA shall not modify the rights or obligations of Tenant hereunder and that the Landlord’s lender agrees to recognize this Lease and not disturb the Tenant so long as there is not an Event of Default that would permit a termination of the Lease. Notwithstanding the foregoing, master leases, mortgages and deeds in the event of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under a foreclosure of any such mortgage or deed of trust (any such lessorother action or proceeding for the enforcement thereof, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have of any sale thereunder, the right to elect, by written notice given to Tenant, to have terms and conditions of this Lease made superior shall continue in whole full force and effect and this Lease shall not be terminated or in part to any such ground leaseextinguished, master leasenor shall the rights and possession of Tenant hereunder be disturbed, mortgage or deed if no Event of trust (or subject Default exists under this Lease that would permit a termination of the tenancy, and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions attorn to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to person who acquires Landlord’s interest under this Lease; (ii) not be subject to hereunder through any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsmortgage.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject and subordinate to any mortgage, deed of trust or ground lease now or hereafter placed upon the interest of (i) all present and future ground leases and master leases of all Premises, the Office Complex, the Property or any part of the Building; (ii) present portion thereof by Lessor or its successors or assigns, and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalsto amendments, modificationsreplacements, 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 leaseslease. It is agreed, master leases, mortgages and deeds of trust; provided, howevernevertheless, that as long as Lessee is not in default in the payment of Base Rent, Additional Rent, and other charges to be paid by Lessee under this Lease and in the performance of all covenants, agreements and conditions to be performed by Lessee under this Lease, then neither Lessee's right to quiet enjoyment under this Lease, nor the right of Lessee to continue to occupy the Premises and to conduct its business thereon, in accordance with the terms of this Lease as against any lessor, lessee, mortgagee, trustee or their successors or assigns shall be disturbed. The above subordination shall be effective without the necessity of the execution and delivery of any further instruments on the part of Lessee to effectuate such subordination. Notwithstanding anything hereinabove contained in this Article XV, in the event the holder of any mortgage, deed of trust or ground lease shall at any time elect to have this Lease constitute a prior and superior lien to its mortgage, deed of trust or ground lease, then, and in such event, upon any such holder or landlord notifying Lessee to that effect in writing, this Lease shall be deemed prior and superior in lien to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or ground lease, and Lessee shall execute such attornment agreement as may be reasonably requested by said holder or Lessor. Lessee agrees, provided the mortgagee, ground lessor or trust deed holder under any such mortgage, ground lease, deed of trust or other security instrument shall have notified Lessee in writing (by the way of a notice of assignment of lease or master lease otherwise) of its address, that Lessee shall give such mortgagee, ground lessor, trust deed holder or any mortgagee other secured party ("Mortgagee"), simultaneously with delivery of notice to Lessor, by registered or beneficiary under certified mail, a copy of any such notice of default served upon Lessor. Lessee further agrees that said Mortgagee shall have the right to cure any alleged default during the same period that Lessor has to cure such default. On or before the commencement of the term of this Lease, Lessor agrees to provide an express "non-disturbance" agreement from the holder of any mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to in place as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementstime.

Subordination. This Lease, and the rights of (a) Tenant hereunder, are and shall be accepts this Lease subject and subordinate to the interest any mortgage(s), deed(s) of (i) all present and future ground leases and master leases of all or any part trust, other liens granted in connection with financings of the Building; (ii, the Unit or, ground lease(s) present or other lien(s) now or subsequently arising upon the Premises, the Unit, the Building or the Property, the Condominium Documents and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all to renewals, modifications, replacements refinancings and extensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter a Mortgage shall be referred to as a “Mortgagee”) shall have the right to elect. In addition, by written notice given to Tenant, to have Tenant accepts this Lease made superior in whole or in part subject to any such ground lease, master lease, mortgage underlying lease (referred to as a “Superior Lease”) now or deed hereafter affecting all or any portion of trust (the Building or subject and subordinate the Unit or any interest therein. The party having the benefit of a Superior Lease shall be referred to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust)as a “Superior Lessor”. Upon demand, Tenant shall execute, acknowledge and deliver any instruments instrument reasonably requested by Landlord Landlord, a Mortgagee or a Superior Lessor to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. This clause shall be self- operative, but upon request from a Mortgagee or Superior Lessor, Tenant shall execute an agreement confirming such subordination, provided such agreement shall not result in a material increase in Tenant’s obligations under this Lease or a material reduction in the benefits available to Tenant. In the event of the enforcement by a Mortgagee of the remedies provided for by law or by such Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Mortgagee, Superior Lessor or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions person succeeding to the effect that interest of such Mortgagee mortgagee or lessor (hereafter, for the purposes of this Section 17.01each, a “Successor Landlord”) ), shall automatically become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease for the then-remaining Term of this Lease); provided, that any Successor Landlord shall not be (i) not be liable for any act act, omission or omission default of Landlord or its predecessorsany prior landlord (including, if anywithout limitation, prior Landlord), except to the extent that such act, omission or default continues after the date of such that Successor Landlord’s succession Landlord succeeds to Landlord’s interest under this Leasein the Building and Successor Landlord has been given notice and an opportunity to cure same; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security moneys paid to or on deposit under with any prior landlord (including, without limitation, Landlord), except to the Lease unless the same shall have actually been deposited with extent such moneys or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (viv) not be bound by any amendment covenant to perform or modification of complete any construction in connection with the Lease Building or the Premises or to pay any sums to Tenant in connection therewith; or (vi) bound by any waiver or forbearance under, or any amendment, modification, abridgment, cancellation or surrender of the same of, this Lease made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets consent of such Successor Landlord other than its interest in Landlord. Upon request by such Successor Landlord, Tenant shall execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the Premises and improvementsattornment provided for herein, but no such instrument shall be necessary to make such attornment effective.

Subordination. (a) This Lease, and the rights of Tenant hereunder, are and shall be lease is subject and subordinate to the interest of each mortgage (ia “Superior Mortgage”) all present and future ground leases and master leases of each underlying lease (a “Superior lease”) which may now or hereafter affect all or any part portion of the Building; (ii) present and future mortgages and deeds of trust encumbering all Demised Premises or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any interest therein. The lessor under any such ground a Superior lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, .” Tenant shall execute, acknowledge and deliver any instruments instrument reasonably requested by Landlord Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. Tenant shall execute any amendment of this lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall not result in a material increase in Tenant’s obligations under this lease or a material reduction in the benefits available to Tenant. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions person succeeding to the effect that interest of such Mortgagee mortgagee or lessor (hereafter, for the purposes of this Section 17.01each, a “Successor Landlord”) ), shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to automatically become the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets tenant of such Successor Landlord other than its interest without change in the Premises and improvements.terms or provisions of this lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this lease); provided that Successor Landlord shall not be:

Subordination. This Lease, Landlord represents that no deed of trust or mortgage encumbers the Land or Building on the Effective Date. Tenant subordinates this Lease and the all rights of Tenant hereunderunder this Lease to any mortgage, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds deed of trust; , ground lease or vendor’s lien, or similar instrument which may from time to time be placed upon the Premises (and (iv) all renewals, modifications, replacements and extensions of any such ground leasesencumbrances), master leasesand each such mortgage, mortgages and deeds deed of trust; provided, however, that any lessor under any such ground lease or master lease lien or other instrument shall be superior to and prior to this Lease; provided however, Landlord shall use commercially reasonable efforts to obtain from any mortgagee or beneficiary under any such future mortgage or deed of trust lender (any such lessor, mortgagee or beneficiary is hereinafter referred to as a the “Mortgagee”) a subordination, non-disturbance and attornment agreement (“SNDA”) providing that Tenant’s rights to possession shall not be disturbed so long as no Event of Default then exists hereunder on such Mortgagee’s standard form of SNDA (an “Acceptable SNDA”). Notwithstanding the foregoing, any such Mortgagee or the holder of, or lessor or beneficiary under, any ground lease, vendor’s lien or similar instrument shall have the right to elect, by written notice given subordinate or cause to Tenant, to have this Lease made superior in whole or in part to be subordinated any such mortgage, deed of trust, ground lease, master lease, mortgage vendor’s lien or deed of trust (or subject and subordinate similar instrument to such ground lease, master lease, mortgage or deed of trust but superior this Lease. Subject to any junior mortgage or junior deed of trust). Upon demandTenant receiving an Acceptable SNDA, Tenant shall within ten (10) Business Days of any request, execute, acknowledge and deliver promptly in recordable form any instruments reasonably requested by factually accurate and reasonable instrument or subordination agreement that Landlord or such holder may request. Subject to Tenant receiving an Acceptable SNDA, Tenant further covenants and agrees that if the lender or ground lessor acquires the Premises as a purchaser at any foreclosure sale or otherwise, Tenant shall recognize and attorn to such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest party as landlord under this Lease; (ii) not be subject , and shall make all payments required hereunder to any offsets such new landlord without deduction or defenses which Tenant might have been able to assert against Landlord or its predecessorsset-off and, if any, prior to upon the date request of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for purchaser or other successor, execute, deliver and acknowledge documents confirming such attornment. Tenant waives the return provisions of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled law or regulation, now or hereafter in effect, which may give or purport to receive notice of give Tenant any Landlord default under right to terminate or otherwise adversely affect this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest Tenant hereunder in the Premises and improvementsevent that any such foreclosure or termination or other proceeding is prosecuted or completed.

Subordination. This XXXXXX agrees at the request of XXXXXX to subordinate this Lease to any first mortgage or other security interest hereafter created covering the Leased Premises or any portion of the Leased Premises and to any renewal, modification, replacement or extension or any existing first mortgage, or any mortgage or security interest hereinafter created and to any and all advances made or to be made thereunder or to any ground Lease of the Property or the Building, provided that the mortgagee or holder of such security interest or ground Lessor agrees, for itself and its successors and assigns in writing with the LESSEE that so long as LESSEE shall not be in default under this Lease, the mortgagee or other holder of such security interest or ground LESSOR and its successors and assigns will not disturb the rights peaceful quiet enjoyment of Tenant hereunderthe Leased Premises by the LESSEE. LESSEE also agrees that if this Lease is so subordinated, are and no entry under any mortgage or sale for the purpose of foreclosing the same or entry for termination of any ground Lease shall be subject and subordinate regarded as an eviction of LESSEE, constructive or otherwise, or give LESSEE any right to the interest of (i) all present and future ground leases and master leases of all terminate this Lease, whether it attorns or any part becomes LESSEE of the Building; mortgagee or new owner, and such mortgage, or security interest to which this Lease shall become subordinated may contain such other terms, provisions and conditions as are usual and customary. XXXXXX agrees that it will, within ten (ii10) present and future mortgages and deeds days of trust encumbering all or any part receipt of written request of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalsLESSOR, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge execute and deliver any and all instruments reasonably requested by Landlord necessary or any such Mortgagee desirable to give effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date notice of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not subordination in such forms as may be subject to any offsets required by such mortgagee or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date other holder of such Successor Landlord’s succession to Landlord’s security interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same or ground Lessor, and LESSOR shall have actually been deposited with deliver a Non-Disturbance Agreement executed by such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right mortgagee or ability to terminate this Lease as a result other holder of such Landlord default; (v) not be bound by any rent security interest or additional rent which Tenant might have paid for more than the current month ground lessor to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsLESSEE within 30 days thereafter.

Subordination. This Landlord certifies that, as of the Effective Date, it has not entered into or granted any ground lease, mortgage, deed of trust, or other security instrument of any kind that encumbers the Project or any portion thereof for the benefit of any third party to secure any financing transaction to which Landlord or any affiliate is a party (collectively, an “Encumbrance”). From and after the Effective Date, if the holder of any Encumbrance (“Holder”) desires that this Lease be subordinate to said Encumbrance, Landlord shall cause the Holder thereof to deliver to Tenant a subordination, non-disturbance and attornment agreement (the “SNDA”) on such form as then generally used by the Holder, and providing for customary nondisturbance language, which (1) may contain exclusions with respect to certain obligations of Landlord not assumed by the Holder as well as extensions of time for the Holder to cure any defaults of Landlord under this Lease before Tenant is entitled to exercise any remedies available to it under this Lease, at law or in equity) to the effect that, notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed so long as Tenant shall pay the Rent and all other sums due hereunder and observe and perform all of the provisions of this Lease to be observed and performed by Tenant, and (2) shall provide that such Holder recognizes this Lease, and that so long as the Lease shall be in full force and effect (a) the Lease and Tenant’s leasehold interest will not be extinguished or terminated nor will the possession or rights thereunder of Tenant hereunderbe disturbed, are and affected, or impaired by the foreclosure of such mortgage arising out of any default thereunder or by delivery of a deed in lieu of foreclosure of such mortgage or otherwise or by termination of such ground lease or default by Landlord thereunder; (b) Tenant shall not be subject and subordinate named or joined as a party defendant or otherwise in any proceeding for the foreclosure of any such mortgage or to the interest of (i) all present and future ground leases and master leases of all enforce any rights thereunder or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or proceeding to enforce any part of the Building; (iii) all past and future advances made rights under any such mortgages ground lease; (c) all condemnation awards and payments and all proceeds of insurance paid or deeds of trustpayable with respect to the Premises shall be applied and used in the manner set forth in the Lease; and (ivd) all neither the mortgage nor any other security instrument executed in connection therewith nor any ground lease shall cover or be construed as subjecting in any manner to the lien thereof of any trade fixtures, business equipment, signs, or other personal property at any time supplied or installed by Tenant in or on the Premises, regardless of the manner or mode of attachment thereof to the Premises. All nondisturbance agreements shall acknowledge that, to the extent the Improvement Allowance (including allowances for expansion, renewals, modificationsand initial construction) is not fully funded by Landlord, replacements Tenant may deduct the amount of the unfunded portion of the Improvement Allowance, subject to Exhibit C-1. Tenant shall execute and extensions of deliver such instrument to Landlord within ten (10) Business Days following demand by Landlord. Any cost or fee required to be paid to Holder to obtain the SNDA, including any such ground leasesattorneys’ fees incurred in the negotiation thereof, master leasesshall be paid for by Tenant, mortgages as and deeds of trustwhen requested by Holder; provided, however, that Landlord shall pay for any lessor application or processing fee required under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed the terms of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to its loan documents with Holder as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions condition to the effect that such Mortgagee (hereafter, for the purposes issuance of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsan SNDA.

Subordination. This Lease is subject and subordinate to each and every ground or underlying lease of the Real Property or the Building heretofore or hereafter made by Landlord (collectively, the "Superior Leases") and to each and every trust indenture and mortgage (collectively, the "Mortgages") which may now or hereafter affect the Real Property, the Building or any such Superior Lease and the leasehold interest created thereby, and to all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof or thereto, substitutions therefor and advances made thereunder, provided that the lessor under any such Superior Lease or the holder of any Mortgage, as the case may be, execute and deliver to Tenant a Non-Disturbance Agreement (as hereinafter defined). This clause shall be self-operative and no further instrument of subordination shall be required to make the interest of any lessor under a Superior Lease, or trustee or mortgagee of a Mortgage superior to the interest of Tenant hereunder. In confirmation of such subordination, however, Tenant shall execute promptly a subordination and non-disturbance agreement that Landlord may reasonably request and Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such certificate or certificates for and on behalf of Tenant. If the date of expiration of any Superior Lease shall be the same day as the Expiration Date, the Term shall end and expire twelve (12) hours prior to the expiration of the Superior Lease. Tenant covenants and agrees that Tenant shall not do anything that would constitute a default under any Superior Lease or Mortgage, or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any of the foregoing. If, in connection with the financing of the Real Property, the Building or the interest of the lessee under any Superior Lease, any lending institution shall request reasonable modifications of this Lease that do not increase the obligations of Tenant in any material way or adversely affect the rights of Tenant hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or in any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest material way under this Lease; (ii) not be subject to any offsets or defenses which , Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation covenants to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsmodifications.

Subordination. This Lease, and the 10.1 The rights of Tenant hereunder, are and under this Lease shall be and are subject and subordinate at all times to all ground leases, and/or underlying leases, if any, now or hereafter in force against the Property, and to each and every mortgage that may now or hereafter be placed by Landlord on its interest in the Property, and to all increases, renewals, modifications, consolidations, replacements and extensions thereof. This Article 10 is self-operative and no further instrument of subordination shall be required. In confirmation of such subordination Tenant shall promptly execute such further instruments as may be reasonably requested by Landlord. Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to execute the same within ten (10) business days after request. To the extent not so provided by applicable Legal Requirements, in the event of the enforcement by such mortgagee or lessor of the remedies provided for by Legal Requirements or by the mortgage or lease, if such mortgagee or lessor or any successors or assigns of such mortgagee or lessor shall, at its or their sole option, succeed to the interest of Landlord under this Lease, whether through possessory or foreclosure action or a deed in lieu of foreclosure or otherwise, and this Lease shall not be terminated or affected by such foreclosure or any such proceedings, Tenant, at the election of such mortgagee or lessor or its successors or assigns, shall attorn to and recognize such mortgagee or lessor (or its successors or assigns) as its landlord upon the terms, covenants, conditions and agreements contained in this Lease to the same extent and in the same manner as if this Lease was a direct lease between such mortgagee or lessor (or its successors or assigns) and Tenant, except that such mortgagee or lessor (or its successors or assigns), whether or not it shall have succeeded to the interest of Landlord under this Lease, shall not (i) all present and future ground leases and master leases have any liability for refusal or failure to perform or complete any work required to be performed by Landlord under this Lease to prepare the Premises for occupancy in accordance with the provisions of all this Lease or any part of the Building; otherwise, (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act act, omission or omission default of Landlord or its predecessors, if any, any prior to the date of such Successor Landlord’s succession to Landlord’s interest landlord under this Lease; Lease except for a default continuing after any such succession, (iiiii) not be subject to any offsets offsets, claims or defenses which shall have heretofore accrued to Tenant might have been able to assert against Landlord or its predecessors, if any, any prior to the date of such Successor Landlord’s succession to Landlord’s interest landlord under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; , (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid to any prior landlord for more than one (1) month in advance, (v) be liable for the current month to Landlord; return of any security deposit unless such security shall actually be received by such superior mortgagee or superior lessor and/or (vi) not be bound by any cancellation, abridgement, surrender, modification or amendment or modification of this Lease, without the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets consent of such Successor Landlord other than its interest mortgagee or lessor or such successor in the Premises interest. Upon request by said successor in interest, Tenant shall execute and improvementsdeliver an instrument or instruments confirming such attornment.

Subordination. This Lease, and the all rights of Tenant hereunderunder it, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building or the Land (except for leases of office or commercial space by other occupants of the Building); (ii) present existing and future mortgages and deeds of trust (as "mortgage" is defined in Section 26.08) encumbering all the Building, the Land or any part of the Buildingsuch leases, including mortgages also covering other real property; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) mortgages, all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages; unless the mortgagee under any such ground leasesmortgage elects that this Lease shall be superior to his mortgage pursuant to Section 17.02. Notwithstanding the foregoing to the contrary, master leases, mortgages no such subordination to any future mortgage shall occur hereunder until such future mortgagee delivers a reasonably acceptable non-disturbance agreement to Tenant. This Section shall be self-operative and deeds no further instrument of trust; providedsubordination shall be required. In confirmation of subordination, however, Tenant shall promptly execute, acknowledge and deliver to Landlord a any instrument that any lessor under any such ground lease Landlord or master lease or any the mortgagee or beneficiary under any such mortgage or deed any of trust (their respective successors in interest may reasonably request to evidence such subordination. If Tenant fails to execute, acknowledge or deliver any such lessorinstrument within 10 business days after request therefor, mortgagee or beneficiary is hereinafter referred to such failure shall constitute a default under this Lease. Tenant hereby irrevocably appoints Landlord as a “Mortgagee”) shall have the right to electtenant's attorney-in-fact, by written notice given to Tenantcoupled with an interest, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested such instrument for and on behalf of Tenant in the event of such a default by Tenant, but exercise by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) power-of-attorney shall not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to cure the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and the rights of Tenant hereunder, are and this Lease shall be subject and subordinate at all times to ground or underlying leases and to the interest lien of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalstrust now or hereafter placed on, modificationsagainst or affecting the Building, replacements and extensions of Landlord’s interest or estate in the Building, or any such ground leases, master leases, mortgages and deeds of trustor underlying lease; provided, however, that any lessor under any such ground lease if the lessor, mortgagee, trustee, or master lease or any mortgagee or beneficiary under holder of any such mortgage or deed of trust (elects to have Tenant’s interest in this Lease be superior to any such lessorinstrument, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to electthen, by written notice given to Tenant, to have this Lease made superior in whole shall be deemed superior, whether this Lease was executed before or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust)after said instrument. Upon demandNotwithstanding the foregoing, Tenant shall execute, acknowledge covenants and agrees to execute and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes within ten (10) days of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets request such further instruments evidencing such subordination or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date superiority of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as may be required by Landlord. Landlord also agrees to make a result reasonable attempt to secure a subordination and nondisturbance agreement for the benefit of Tenant from any current or future mortgagee or ground lessor. Landlord represents that currently there is no mortgage on the Building. At Tenant’s request and at Tenant’s sole expense, Landlord shall make request of any future mortgagee that it provide a non-disturbance agreement in favor of Tenant, but the failure to obtain such Landlord default; (v) non-disturbance agreement shall not be bound a failure of condition of this Lease. Tenant shall reimburse Landlord for any fees and charges imposed by any rent or additional rent which Tenant might have paid for more than said mortgagee in connection with the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse disturbance agreement, as to any assets of such Successor Landlord other than its interest in the Premises well as for reasonable attorneys’ fees and improvementscosts incurred by Landlord.

Subordination. This Lease, and the rights of Tenant hereunder, are Lease is and shall be subject and subordinate to any encumbrance now of record or recorded after the interest date of (i) all present this Lease affecting the Building, other improvements and future ground leases and master leases land of all or which the Premises are a part. Such subordination is effective without any further act on the part of Lessee. Within ten (10) business days after full execution of this Lease, Lessor must obtain and deliver to Lessee a non-disturbance and attornment agreement, executed by Lessor’s lender providing in substance that this Lease shall not be terminated by Lessor’s lender so long as Lessee has not committed an Event of Default which Event of Default has not been cured after the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part giving of the Building; (iii) all past appropriate notice required by Paragraph 19 hereof. and future advances made that if any lender instructs Lessee to pay any rent to said lender said payment will be deemed to be the payment of such rental obligation under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred this Lease. Lessee shall from time to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge time on request from Lessor execute and deliver any commercially reasonable documents or instruments reasonably requested that may be required by Landlord or a lender to effectuate any such Mortgagee to effect the purposes subordination of this Section 17.01. Such instruments may contain, among other things, provisions Lease to the effect that such Mortgagee (hereafter, for the purposes any encumbrance now of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act record or omission of Landlord or its predecessors, if any, prior to recorded after the date of this Lease on the condition that any such Successor Landlordinstrument contain a quiet enjoyment clause guaranteeing Lessee’s succession rights hereunder so long as Lessee does not commit an Event of Default which is not cured after the giving of the appropriate notice required by Paragraph 19 hereof. Lessee’s failure to Landlord’s interest so execute any such document after ten (10) business days’ notice to Lessee requesting such execution shall be deemed to be an Event of Default under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. This Lease, and the rights of Tenant hereunder, are Lease is and shall be expressly subject and subordinate at all times to the interest of (i) all present and future any ground leases and master leases of all or any part underlying lease of the Building; , now or hereafter existing, and all amendments, renewals and modifications to any such lease, and (ii) present and future mortgages and deeds the lien of any mortgage or trust deed now or hereafter encumbering all fee title to the Premises or any part of the Building; (iii) all past and future advances made Building and/or the leasehold estate under any such mortgages or deeds of trust; and (iv) all renewalslease, modifications, replacements and extensions of any unless such ground leaseslease or ground lessor, master leasesor mortgage or mortgagee, mortgages expressly provides or elects that the Lease shall be superior to such lease or mortgage. Landlord will use its commercially reasonable efforts to obtain a standard subordination non-disturbance and deeds of trustattornment agreement from its current and all future lenders which will, among other things, protect Tenant’s tenancy provided that Tenant is not in default hereunder; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under the Landlord and Tenant agree to execute and deliver that certain Non-Disturbance Agreement, wherein Chase is the mortgagee, the form of which is attached hereto as Exhibit “E” (the “SNDA”). If any such mortgage or trust deed of trust (is foreclosed, or if any such lease is terminated, upon request of the mortgagee, holder or lessor, mortgagee as the case may be, Tenant will attorn to the purchaser at the foreclosure sale or beneficiary is hereinafter referred to the lessor under such lease, as a “Mortgagee”) the case may be as set forth in the SNDA. The foregoing provisions are declared to be self-operative and no further instruments shall have be required to effect such subordination and/or attornment (including the right to electSNDA); provided, however, that Tenant agrees upon request by written notice given to Tenantany such mortgagee, holder, lessor or purchaser at foreclosure, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge execute and deliver any such subordination and/or attornment instruments as may be reasonably requested required by Landlord such person to confirm such subordination and/or attornment, or any such Mortgagee other documents required to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification evidence superiority of the Lease ground lease or any cancellation mortgage, should ground lessor or surrender of mortgage elect such superiority. Nothing contained herein shall allow the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required financial terms to be made prior changed or increased or Tenant’s rights hereunder to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work changed or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsdiminished hereunder.

Subordination. This Lease, and the rights of Tenant hereunder, are Lease is and shall be subject and subordinate to any mortgage now or hereafter on the interest of (i) all present Building and future ground leases and master leases of all to each advance made or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances hereafter to be made under any such mortgages or deeds of trust; mortgagee, and (iv) to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefore at the election of the holder of any such ground leasesmortgage, master leases, mortgages and deeds provided the holder of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage recognized Tenant's rights hereunder. To effectuate such xxxxxxination, Tenant and such holder shall execute and deliver promptly any subordination, non-disturbance and attornment agreement ("SNDA") that Landlord or deed of trust (any mortgagee, in language acceptable to mortgagee, may reasonably request. The election by said mortgagee to subordinate any such lessorpresently existing mortgage to this Lease shall be exercisable by filing with the appropriate recording office a notice of such election (the "SUBORDINATION NOTICE"), mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) whereupon this Lease shall have the right to elect, by written notice priority over such mortgage. A copy of such filing shall be given to Tenant, . Such election by the holder of any presently existing mortgage shall not affect priority with respect to have this Lease of any other presently existing mortgage. In the event that any mortgagee shall succeed to the interest of Landlord then this Lease shall continue in full force and effect, provided that Tenant is not then in default under this Lease beyond the expiration of any applicable notice or grace period, and Tenant shall and does hereby agree to attorn to such mortgagee and to recognize such mortgagee as its Landlord. Within thirty (30) days of the date hereof, Landlord shall deliver to Tenant, and Tenant shall execute and deliver, a commercially reasonable SNDA from all mortgagees with respect to the Building, in the Lender's form annexed hereto and made superior a part hereof as Exhibit "D", "SUBORDINATION". Upon the execution and delivery of an SNDA, the provisions of such SNDA shall control in whole or in part to the event of any inconsistency between the provisions of such ground lease, master lease, SNDA and the provisions of section 9.15 of this Lease. Any mortgage or deed other voluntary lien or other encumbrance recorded subsequent to the recording of trust (or the Subordination Notice shall be subject and subordinate to this Lease unless Landlord and the holder of any such ground lease, master lease, subsequent mortgage or deed and the holders of trust but superior all mortgages prior to such subsequent mortgage elect to subordinate this Lease to such subsequent mortgage and to any junior and all advances thereafter made thereunder and to the interest of the holder thereof in the Premises, such election to be exercisable by Landlord and all such holders by filing with the appropriate recording office (a) notice of such election and (b) an agreement between the holder of such subsequent mortgage and Tenant, consented to by holders of all mortgages having priority over such subsequent mortgage, by the terms of which such holder will agree to recognize the rights of Tenant under this Lease and to accept Tenant as tenant of the Premises under the terms and conditions of this Lease in the event of acquisition of title by such holder through foreclosure proceedings or junior deed otherwise and Tenant will agree to recognize the holder of trust)such subsequent mortgage as Landlord in such event, which agreement shall be made expressly to bind and inure to the successors and assigns of Tenant and of such holder and upon anyone purchasing said Premises at any foreclosure sale brought by such holder. Upon demand, Tenant shall execute, acknowledge and Landlord agree to execute and deliver any appropriate instruments reasonably requested by Landlord or any such Mortgagee necessary to effect carry out the purposes of agreements contained in this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements9.15.2.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be Lease is expressly made subject and subordinate to the interest any mortgage, deed of (i) all present and future trust, ground leases and master leases of all lease, underlying lease or like encumbrance affecting any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all Project or any part interest of the Building; Landlord therein which is now existing or hereafter executed or recorded (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust“Encumbrance”); provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed subordination shall only be effective, as to future Encumbrances, if the holder of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have Encumbrance agrees that this Lease made superior shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus and executes a reasonable opportunity nondisturbance agreement in substantially the form attached as Exhibit G hereto or otherwise in the form reasonably requested by Landlord, for the benefit of Tenant. Provided that the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to cure such default prior to Tenant having Landlord, within ten (10) business days after written request therefor by Landlord and in a form reasonably requested by Landlord, any right or ability to terminate additional documents evidencing the subordination of this Lease with respect to any such Encumbrance, the nondisturbance agreement of the holder of any such Encumbrance, and the attornment obligation of Tenant to such holder or its successors and assigns. If the interest of Landlord in the Project 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 result of such direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Following mutual execution hereof, Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than shall use commercially reasonable efforts to obtain a nondisturbance agreement in substantially the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse form attached as to any assets of such Successor Landlord other than its interest in the Premises and improvementsExhibit G hereto.

Subordination. This Lease, Tenant agrees that this lease and the rights estate of Tenant hereunder, are and shall the tenant hereby created may be subject and subordinate to the interest lien of (iany mortgage(s) all present and future ground leases and master leases of all hereinafter placed upon the premises, or to any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all agreements at any time made, modifying, supplementing, extending, or any part of the Building; (iii) all past and future advances made under renewing any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trustmortgage(s); provided, however, that any lessor under such subordination is on the express condition that so long as tenant is not in default hereunder, tenant's possession and use of the premises will not be disturbed nor will its leasehold interest be divested by any such ground mortgagee. Landlord and tenant expressly acknowledge and agree that landlord shall have no obligation under this lease or master otherwise to subordinate the fee title of landlord in the premises or any rights of the landlord in this lease to the leasehold estate of tenant created by this lease or to the lien of any mortgagee mortgage or beneficiary other encumbrance upon the leasehold interest of tenant under this lease or to join in any such mortgage or deed other encumbrance or otherwise in any manner subordinate the fee title of trust (any such lessorlandlord in and to the demised premises or the interest of landlord under this lease. This provision will be self-operative and no further instruments of subordination will be required in order to effect it. Nevertheless, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall tenant will execute, acknowledge and deliver to landlord, at any instruments reasonably time and from time to time, upon demand by landlord, such documents as may be requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may containlandlord, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessorslandlord’s mortgage lender, if any, prior as mortgagee, or any ground landlord or any underlying lessor or any mortgagee, or any holder of a deed of trust or other instrument described in this paragraph, to the date of confirm or effect any such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subordination subject to tenant’s non-disturbance rights. If tenant fails or refuses to execute, acknowledge, and deliver any offsets or defenses which Tenant might have been able to assert against Landlord or commercially reasonable document in 20 days after written demand, landlord, and its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same successors and assigns shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of execute, acknowledge, and deliver any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification document on behalf of the Lease or any cancellation or surrender of the same made without Successor Landlordtenant as tenant’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premisesattorney in fact. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsARTICLE XXXII.

Subordination. This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the rights election of Tenant hereunderLandlord or any mortgagee with a lien on the Premises or any ground lessor with respect to the Premises, are and this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises or the land upon which the Premises are situated or both, (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Premises, land, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security, and any CC&Rs (as defined in Paragraph 8) affecting the Premises. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall if requested by the ground lessor, mortgagee or beneficiary, as applicable, attorn to and become the Tenant of the successor in interest to Landlord and in such event Tenant’s right to possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the interest of (i) terms hereof and observe and perform all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds provisions of trust encumbering all or any part of the Building; (iii) all past and future advances made this Lease, unless this Lease is otherwise terminated pursuant to its temps. Tenant hereby waives its rights under any such mortgages current or deeds fixture law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of trust; and (iv) all renewals, modifications, replacements and extensions Tenant hereunder in the event of any such ground leasesforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, master leasesupon demand by Landlord and in the form requested by Landlord, mortgages any additional documents evidencing Tenant’s agreement to attorn as set forth in this Paragraph 28 and deeds the priority or subordination of trust; provided, however, that any lessor under this Lease with respect to any such CC&Rs, ground lease leases or master lease underlying leases or any mortgagee or beneficiary under the lien of any such mortgage or deed of trust (trust. Should Tenant fail to sign and return any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”documents within ten (10) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed business days of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demandreceipt, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord in default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementshereunder.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be Lease is expressly made subject and subordinate ------------- to the interest any mortgage, deed of (i) all present and future trust, ground leases and master leases of all lease, underlying lease or like encumbrance affecting any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all Property or any part interest of the Building; Landlord therein which is now existing or hereafter executed or recorded (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust"ENCUMBRANCE"); provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed subordination shall only be effective, as to future Encumbrances, if the holder of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have Encumbrance agrees in writing that this Lease made superior shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus beyond any applicable notice and cure period. 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 reasonable opportunity to cure such default prior to Tenant having form reasonably requested by Landlord, any right or ability to terminate 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 result 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, at Tenant's cost and expense, within 60 days after execution of such Landlord default; this Lease, a Subordination, Attornment and Non-Disturbance Agreement (vthe "SNDA") not be bound by from the holder of any rent or additional rent which Tenant might have paid for more than Encumbrance existing at the current month to Landlord; (vi) not be bound by any amendment or modification date of the this Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior pursuant to the time such Successor Landlord succeeded provisions contained above; provided, however, Landlord's failure to Landlord’s interest and (viii) obtain an SNDA shall not be bound by any obligation under affect the Lease to perform any work or to make any improvements to the demised Premises. Any obligations validity of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsthis Lease.

Subordination. This Lease, and the rights Tenant agrees that this Deed of Tenant hereunder, are and shall be Lease is subject and subordinate to the interest of (i) all present and future ground or underlying leases and master leases of to all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; trust which may now or hereafter be made a lien on the Building, and (iv) to all renewals, modifications, consolidations, replacements and extensions thereof. This subordination provision shall be self-operative and no further instrument of subordination shall be required. Tenant agrees to execute and deliver, upon request, such further instrument or instruments confirming this subordination (and its agreement to attorn described in Section 24(b)) as shall be desired by Landlord, or by any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under proposed mortgagee; and, in the event Tenant does not execute and deliver to Landlord such an instrument within ten (10) days of receipt of Landlord’s request therefor, Tenant hereby constitutes and appoints Landlord as Tenant’s attorney-in-fact solely to execute any such mortgage instrument or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust)instruments. Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of loss incurred by Landlord or its predecessorsresulting from Tenant’s failure to timely execute and deliver any instrument requested by Landlord confirming such subordination, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against and shall reimburse Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return amount of any security deposit under such loss upon demand, as Additional Rent. Landlord shall use commercially reasonable efforts to assist Tenant in obtaining a subordination, non-disturbance and attornment agreement from Lender on Lender’s standard form. Tenant further agrees that, at the Lease unless option of the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice holder of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right mortgage or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the trustee under any deed of trust, this Deed of Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to may be made prior superior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work said mortgage or to make any improvements to the demised Premises. Any obligations first deed of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementstrust.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that as a condition precedent to Tenant's subordination of this Lease, Landlord shall obtain nondisturbance and attornment agreements in commercially reasonable form from the landlord under any such ground lease or master lease and from the holders of any such mortgages and deeds of trust, as applicable. Further, any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “"Mortgagee”") shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “"Successor Landlord”") shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s 's succession to Landlord’s 's interest under this Lease; and (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. This Notwithstanding anything to the contrary contained in the Lease, the Lease and the rights of Tenant hereunder, leasehold estate created thereby are and shall at all times be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part lien of the Building; (ii) present Mortgage and future mortgages the other Loan Documents and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) to all renewals, modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured thereby, interest thereon and any other sum due to the Lender thereunder. The Mortgage and the other Loan Documents shall take precedence over the Lease and shall be entitled to the same rights and privileges, both in law and in equity, as the Mortgage and the other Loan Documents would have if such ground leasesinstruments had been executed, master leasesdelivered, mortgages and deeds recorded prior to the execution, delivery, and recording, or any of trustthem, of the Lease or any notice thereof. Tenant intentionally and unconditionally waives, relinquishes and subordinates the Lease, the leasehold estate created thereby, and all right, title, interest and privileges of Tenant thereunder, including, without limitation, any and all purchase options, rights of first offer and rights of first refusal, to the lien or charge of the Mortgage and the other Loan Documents; provided, however, Tenant’s rights with respect to (a) the “Offer Space” as such term is defined in Section 6(b) of the Tenth Amendment, and (b) receipt of the Landlord’s Contribution provided under Section 10 of the Tenth Amendment shall not be subordinated hereby. Tenant and Landlord agree that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred notwithstanding anything to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior contrary contained in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demandthe Lease, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) will not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of subordinate the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsto any other mortgage or other encumbrance without the prior written consent of Lender.

Subordination. This LeaseIt is a condition of this Lease and the Tenant’s right granted hereunder, that this Lease and all of the rights of the Tenant hereunderhereunder are, are and shall be at all times be, subject and subordinate to any and all ground or underlying leases, mortgages, trust deeds, or the charge or lien resulting from, or any instruments of, any financing, refinancing or collateral financing or any renewals or extensions thereof from time to time in existence against the lands, buildings and improvements forming the Leased Premises and/or the Building, provided the Tenant shall not be required to deliver to the Landlord a postponement by which the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of Tenant shall be subject to the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions rights of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such underlying lessor, mortgagee Mortgagee, trustee, chargee or beneficiary is hereinafter referred other encumbrancer until the Landlord obtains from such party a non-disturbance agreement in a form satisfactory to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01acting reasonably. Such instruments may containnon-disturbance agreement shall be on the Tenant’s standard form and shall include, among other thingswithout limitation, provisions to that so long as the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) Tenant is not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest in default under this Lease, such ground or underlying lessor, Mortgagee, trustee, chargee or other encumbrancer will not do anything which will result in the termination of this Lease; (ii) that such ground or underlying lessor, Mortgagee, trustee, chargee or other encumbrancer will not be subject to any offsets disturb the Tenant’s possession of the Leased Premises; and that such ground or defenses which Tenant might have been able to assert against underlying lessor, Mortgagee, trustee, chargee or other encumbrancer will comply with all obligations of the Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. This Lease, and the all rights of Tenant hereunder, are and shall at all times be subject to and subordinate to all ground or underlying leases, reciprocal easement agreements, declarations, restrictive covenants or the interest lien of any Mortgage (ias defined below) all present or other security instrument, and future ground leases and master leases any extensions, consolidations, modifications or replacements thereof, that may now or hereafter affect such instruments on or affect the real property which includes the Premises or any portions thereof, by Landlord. "Mortgage" shall refer to any deed of trust, pledge, charge, encumbrance or security agreement affecting the Building, the Land or all or any part portion of the Building; (ii) present Center. In confirmation of such subordination, Tenant shall execute promptly any certificate that the Landlord, its successors and future mortgages assigns and deeds any mortgagee may request evidencing this Lease subordination, including but not limited to a subordination non-disturbance and attornment agreement in a form substantially similar to that attached hereto and incorporated herein as Exhibit G, Form of trust encumbering all or any part of the Building; (iii) all past Subordination, Non-Disturbance and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; providedAttornment Agreement. Provided, however, that notwithstanding the foregoing, the party secured by any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) Mortgage shall have the right to electrecognize this Lease, by written notice given to Tenantand in the event of any foreclosure sale under such Mortgage, to have this Lease made superior shall continue in whole full force and effect at the option of the party secured by such Mortgage, or in part to the purchaser under any such ground leaseforeclosure sale. Provided further that the party secured by any Mortgage may not disturb Tenant's possession of the Premises, master leasein the event of a foreclosure sale under such Mortgage, mortgage or deed if Tenant is not in default beyond any applicable grace and cure periods under the Lease. Tenant covenants and agrees further that it will, at the written request of trust (or subject and subordinate to such ground leaseparty, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to instrument that has for its purpose and effect the purposes subordination of said Mortgage to the lien of this Section 17.01Lease. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) No first mortgagee shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default 's obligations under this Lease plus a reasonable opportunity to cure until such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premisesmortgagee takes title. Any obligations of any Successor Landlord under its respective lease This Article 22 shall be nonself-recourse as to any assets operative and no further instrument of such Successor Landlord other than its interest in the Premises and improvementssubordination shall be required.

Subordination. This Lease, and the rights of Tenant hereunder, are Lease is and shall be expressly subject and subordinate at all times to the interest of (i) all present and future any ground leases and master leases of all or any part underlying lease of the Building; , now or hereafter existing, and all amendments, renewals and modifications to any such lease, and (ii) present and future mortgages and deeds the lien of any mortgage or trust deed now or hereafter encumbering all or any part of fee title to the Building; (iii) all past and future advances made Building and/or the leasehold estate under any such mortgages lease, unless such ground lease or deeds ground lessor, or mortgage or mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage; provided, however, that so long as Tenant is not Default under the terms and conditions of trust; this Lease, Tenant's possession of the Premises and (iv) all renewals, modifications, replacements and extensions rights hereunder shall not be disturbed in the event of any foreclosure of such mortgage or termination of such ground leaseslease. Landlord represents and warrants to Tenant that as of the date hereof, master leasesthere are no existing ground or underlying leases of the Building or mortgage or trust deeds encumbering the Building. If any such mortgage or trust deed is foreclosed, mortgages or if any such lease is terminated, upon request of the mortgagee, 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, as the case may be. The foregoing provisions are declared to be self-operative and deeds no further instruments shall be required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon request by any such mortgagee, holder, lessor or purchaser at foreclosure, to execute and deliver such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment, or any other documents required to evidence superiority of trustthe ground lease or mortgage, should ground lessor or mortgagee elect such superiority; provided, however, that any lessor under any such subordination and/or attornment instrument shall include the agreement of such ground lease lessor or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for so long as Tenant is not in Default under the purposes terms and conditions of this Section 17.01Lease, a “Successor Landlord”) shall (i) not be liable for any act or omission Tenant's possession of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsrights hereunder shall not be disturbed in the event of any foreclosure of such mortgage or termination of such ground lease. If Tenant fails to execute and deliver any such instrument or document within ten (10) business days after request, and does not cure such failure within five (5) business days after a second notice from Landlord, then Tenant shall be in Default hereunder with no additional notice or cure periods.

Subordination. (a) This Lease, and the rights of Tenant hereunderat Lessor's option, are and shall be subject and subordinate to the interest any ground lease, mortgage, deed of (i) all present and future ground leases and master leases of all trust, or any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part of the Building; (ii) present and future mortgages to any and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; on the security thereof and (iv) to all renewals, modifications, consolidations, replacements and extensions of any thereof. Notwithstanding such ground leasessubordination, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the Lessee's right to electquiet possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, by written notice given unless this Lease is otherwise terminated pursuant to Tenantits terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease made superior in whole prior to the lien of its mortgage, deed of trust or in part to any such ground lease, master leaseand shall give written notice thereof to Lessee, mortgage or this Lease shall be deemed prior to such mortgage, deed of trust (trust, or subject and subordinate to such ground lease, master lease, mortgage whether this Lease is dated prior or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior subsequent to the date of such Successor Landlord’s succession said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to Landlord’s interest under execute any documents required to effectuate an attornment, a subordination or to make this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, Lease prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return lien of any security deposit under mortgage, deed of trust or ground lease, as the Lease unless the same case may be. Lessee's failure to execute such documents within 10 days after written demand shall have actually been deposited 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 such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsparagraph 30(b).

Subordination. This Lease, Lease is subject to and Tenant agrees to comply with all matters of record affecting the rights of Tenant hereunder, are and shall be Real Property. This Lease is also subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master underlying leases, mortgages and deeds of trusttrust which affect the Real Property, as well as all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that any if the lessor under any such ground lease or master lease the holder or any mortgagee or beneficiary under holders of any such mortgage or deed of trust (any such lessorshall advise Landlord that they desire or require this Lease to be prior and superior thereto, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by upon written notice given request of Landlord to Tenant, Tenant agrees to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments reasonably requested by which Landlord or such lessor, holder or holders reasonably deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the 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 Mortgagee advances, together with interest thereon and subject to effect all the purposes terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of this Section 17.01. Such instruments may contain, among other things, provisions Tenant to the effect that such Mortgagee lender or other party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (hereafter10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all commercially reasonable documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deed of trust, or leasehold estates provided that such documents or instruments provide that Tenant's occupancy shall not be disturbed so long as Tenant timely pays the Rent and otherwise is not in default under this Lease (hereinafter, a "SNDA"). Tenant agrees that in the event any proceedings are brought for the purposes foreclosure of this Section 17.01any mortgage or deed of trust or any deed in lieu thereof, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to attorn to the date of purchaser or any successors thereto upon any such Successor Landlord’s succession foreclosure sale or deed in lieu thereof as so requested to Landlord’s interest do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (ii5) not be subject days after its receipt of written request execute such further commercially reasonable instruments or assurances as such purchaser may reasonably deem necessary to any offsets evidence or defenses which confirm such attornment. Tenant might have been able agrees to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return provide copies of any security deposit under the Lease unless the same shall have actually been deposited with such Successor notices of Landlord; (iv) be entitled to receive notice of any Landlord 's default under this Lease plus to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable opportunity time after receipt of such notice within which to cure any such default prior default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant having any right or ability election to terminate or otherwise adversely affect this Lease as and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to obtain an SNDA from any future holder of a result mortgage or deed of such Landlord default; (v) trust for the Building, at Tenant's cost, but Landlord's failure to do so shall not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation a default under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsthis Lease.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be Lease is subject and subordinate to the interest of (i) all present and future ground leases and master or underlying leases of all or the Land and to the lien of any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or trust deeds of trust; now and (iv) hereafter in force against the Land or Building and to all renewals, extensions, modifications, consolidation and replacements thereof, and extensions to all advances made or hereafter to be made upon the security thereof; provided however that the subordination of any such this Lease to future ground leasesleases or mortgages shall be conditioned upon Tenant’s receipt of a commercially reasonable subordination, master leases, mortgages non-disturbance and deeds attornment agreement from the holder of trust; provided, however, that any lessor under any such ground lease or master lease mortgage. Tenant shall at Landlord’s request execute such further instruments or any mortgagee assurances as Landlord may deem necessary to evidence, confirm or beneficiary under any effectuate such mortgage or deed subordination of trust (any such lessorthis Lease thereto or, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenantif requested, to have make Tenant’s interest in this Lease made superior thereto. If any mortgage shall be foreclosed or property encumbered thereby is transferred in whole lieu of foreclosure, or in part to if any such ground leaseor underlying lease be terminated, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) the liability of the mortgagee or trustee hereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such trustee, mortgagee, purchaser or owner is the owner of the Land or Building and such liability shall not be liable for any act continue or omission survive after further transfer of Landlord ownership; and (ii) upon the request of the mortgagee, trustee or its predecessorsground lessor, if anyTenant will attorn, prior to the date of such Successor Landlord’s succession to Landlord’s interest as Tenant under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of purchaser at any foreclosure sale under any mortgage or the ground lessor, by executing such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not instruments as may be liable for required by the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right mortgagee, trustee or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsground lessor.

Subordination. (a) This Lease, and the rights of Tenant hereunderat Lessor's option, are and shall be subject and subordinate to the interest any ground lease, mortgage, deed of (i) all present and future ground leases and master leases of all trust, or any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part of the Building; (ii) present and future mortgages to any and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; on the security thereof and (iv) to all renewals, modifications, consolidations, replacements and extensions of any thereof. Notwithstanding such ground leasessubordination, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the Lessee's right to electquiet possession of the Premises shall not be disturbed If Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, by written notice given unless this Lease is otherwise terminated pursuant to Tenantits terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease made superior in whole prior to the lien of its mortgage, deed of trust or in part to any such ground lease, master leaseand shall give written notice thereof to Lessee, mortgage or this Lease shall be deemed prior to such mortgage, deed of trust (trust, or subject and subordinate to such ground lease, master lease, mortgage whether this Lease Is dated prior or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior subsequent to the date of such Successor Landlord’s succession said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to Landlord’s interest under execute any documents required to effectuate an attornment, a subordination or to make this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, Lease prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return lien of any security deposit under mortgage, deed of trust or groundlease, as the Lease unless the same case may be. Lessee's failure to execute such documents within 10 days after written demand shall have actually been deposited 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 such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsparagraph 30(b).

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be Lease is subject and subordinate to the interest of (i) all present and future ground leases and master or underlying leases of the Property, and to the lien of any mortgages or trust deeds, now or hereafter in force against the Property, and to all or any part of the Building; (ii) present renewals, extensions, modifications, consolidations and future mortgages replacements thereof, and deeds of trust encumbering to all or any part of the Building; (iii) all past and future advances made under any or hereafter to be made upon the security of such mortgages or deeds trust deeds, unless the holders of trust; and (iv) all renewalssuch mortgages or trust deeds, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor or the lessors under any such ground lease or master lease underlying leases, require or allow in writing that this Lease be superior thereto by giving notice thereof to Tenant at least five (5) days before the election becomes effective. Tenant covenants and agrees in the event any mortgagee or beneficiary under proceedings are brought for the foreclosure of any such mortgage or deed of trust (deed, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, mortgagee and to recognize such purchaser or beneficiary is hereinafter referred lessor as the landlord under this Lease, provided such lienholder or purchaser or ground lessor shall agree to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have accept this Lease made superior and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs all of the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances in whole the form attached hereto as Exhibit “B” or in part such other form as is then required by Landlord’s lender to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground lease, master lease, mortgage leases or deed of trust (or subject and subordinate underlying leases. Tenant hereby irrevocably authorizes Landlord to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge execute and deliver any instruments reasonably requested by Landlord or in the name of Tenant any such Mortgagee instrument or instruments if Tenant fails to effect the purposes of this Section 17.01. Such instruments may containdo so within thirty (30) days following Landlord’s written request, among other things, provisions to the effect provided that such Mortgagee (hereafter, for authorization shall in no way relieve Tenant from the purposes obligation of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act executing such instruments of subordination or omission of Landlord or its predecessors, if any, prior to superiority. Tenant waives the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return provisions of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled current or future statute, rule or law which may give or purport to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to give Tenant having any right or ability election to terminate or otherwise adversely affect this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than and the current month to Landlord; (vi) not be bound by any amendment or modification obligations of the Lease or any cancellation or surrender of Tenant hereunder in the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations event of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsforeclosure proceeding or sale.

Subordination. This Lease(a) Subject to Subparagraph 17.3(b), this Lease is subject and subordinate, in lien and operation, to any underlying leases, mortgages, other title exceptions or objections, which affect the Leased Premises and are of public record as of the Commencement Date, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, consolidations, supplements, replacements and extensions thereof, and all advances made or to be made thereunder for the full amount of such advances and without regard for the time or character of such advances. This Lease is also subject and subordinate to any and all future mortgages affecting the Leased Premises which may hereafter be executed and placed of public record by Landlord after the Commencement Date, or any renewals, modifications, consolidations, supplements, replacements or extensions thereof, for the full amount of all advances made or to be made LOT A thereunder and without regard to the time or character of such advances. Without limitation on the foregoing provisions of this Section 17.3(a), this Lease is subject and subordinate to that certain Mortgage dated June 30, 1992 from Landlord to Blue Xxxx Funding, Inc. as mortgagee, now held by United States Trust Company of New York, as trustee, mortgagee, and this Lease has been assigned as collateral security by landlord to United States Trust Company of New York as Trustee, mortgagee under such Mortgage. Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or any Lender as may be reasonably necessary or proper to assure the subordination of this Lease to any such ground leasesmortgage provided that such documents and instruments shall not impose upon Tenant obligations other than those set forth in this Lease. However, master leases, mortgages and deeds of trust; provided, however, that any if the lessor under any such ground lease or master lease or any mortgagee or beneficiary under Lender holding any such mortgage mortgage, shall advise Landlord that it desires or deed requires this Lease to be prior and superior thereto, then, upon written request of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given Landlord to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments reasonably requested by which Landlord or any such Mortgagee lessor or Lender deems necessary or desirable to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under make this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest thereto in lien and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsoperation.

Subordination. This LeaseProvided Landlord causes its lender to enter into a Non-Disturbance Agreement as contemplated by this Section 18.1, and the rights of Tenant hereunder, are this Lease is and shall be subject and subordinate to any mortgage or mortgages hereafter encumbering the interest of (i) all present and future ground leases and master leases of all Premises or any part portion thereof or interest therein, without the necessity of any further documents. Tenant agrees to execute and deliver any further instruments which may be required to further effectuate said subordination and nondisturbance and to attorn to the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions holder of any such ground leasesmortgage if the holder subsequently becomes the owner of the Premises if such mortgagee shall require such attornment, master leasesupon demand of Landlord, mortgages and deeds of trust; provided, however, that any lessor under any provided the foregoing is not inconsistent with Tenant’s Non-Disturbance Agreement. Upon such ground lease or master lease or any attornment no such mortgagee or beneficiary under any such mortgage or deed of trust purchaser shall be (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”a) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord (provided that any such mortgagee or its predecessors, if any, prior purchaser shall be responsible for curing on-going defaults to the extent they continue beyond the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets mortgagee or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior purchaser acquires title to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; Premises), or (iiib) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent payment of Rent, or additional rent which Tenant might have paid for other charge made more than thirty (30) days in advance of the current month to Landlord; due date thereof, or (vic) not be bound by any assignment, surrender, termination, cancellation (except as permitted by this Lease), or by any amendment or modification of this Lease made without the express written consent of such mortgagee if such mortgagee holds its mortgage at the time the instrument in question is executed and Tenant has received written notice of such mortgagee and its address. Notwithstanding anything to the contrary in this Section 18.1, Tenant’s agreements contained in this Section 18.1 are conditioned upon Landlord’s mortgagee entering into a Non-Disturbance Agreement with Tenant. As used in this Lease, the term “Non-Disturbance Agreement” shall mean an agreement, in recordable form, executed, acknowledged and delivered by the holder of any mortgage to Tenant, providing in substance that (i) so long as no default exists under this Lease which is continuing beyond the expiration of any applicable grace and/or notice period, the holder shall not name or join Tenant nor any “person” (as hereinafter defined) claiming through or under Tenant as a party defendant to any action for foreclosure or other enforcement of the remedies of the holder under the mortgage (unless required by law as a condition precedent to commencing or proceeding with any such action or other enforcement proceeding); (ii) so long as no default exists under this Lease which is continuing beyond the expiration of any grace and/or notice period, the leasehold estate, possession and use of the Premises in accordance with the terms of this Lease and all other rights of Tenant (and any person claiming through or under Tenant) under this Lease shall not be interfered with, affected or disturbed in any way by reason of the subordination of this Lease to the mortgage, or any enforcement of the mortgage or any sale pursuant to the foreclosure of the mortgage or any deed or assignment in lieu of foreclosure or similar device; (iii) so long as no default exists under this Lease which is continuing beyond expiration of any grace and/or notice period, this Lease shall not be terminated by the holder in connection with, or by reason of, foreclosure or other proceedings for the enforcement of the mortgage, or by reason of a transfer of the landlord’s interest under this Lease pursuant to the taking of a deed or assignment in lieu of foreclosure or similar device, or by reason of any other enforcement proceeding with respect to any mortgage, the Lease shall be unaffected by any of foregoing proceedings, (iv) so long as no default exists under this Lease which is continuing beyond expiration of any grace and/or notice period, the holder shall, upon foreclosure or any cancellation or surrender other device whereby the holder controls the decision making of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required fee owner of the Premises, honor all of the terms, conditions and covenants to be made prior performed under this Agreement on the part of the Landlord named herein, including, without limitation, the obligations to the time such Successor be performed by Landlord succeeded to Landlord’s interest under Article II below, and (viiiv) not be bound by any obligation under such holder agrees that it shall provide a release of the Lease to perform any work or to make any improvements to the demised Premises. Any obligations lien of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in mortgage against the Premises upon Tenant paying the purchase price to Seller (or as Seller may otherwise direct) and improvementsacquiring the Premises in accordance with Article II below.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject automatically subordinate to all of Landlord’s mortgages, deeds of trust, or ground leases which heretofore and subordinate hereafter affect the Premises, the Building or the Land, to any and all advances made or to be made thereunder, to the interest of (i) all present on the obligations secured thereby, and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) to all renewals, modifications, consolidations, replacements or extensions thereof. This subordination shall be self operative, and extensions no further instrument of subordination shall be necessary to effect such subordination; nevertheless, within fifteen (15) days after receiving a written request from Landlord, Tenant shall execute such additional instrument of subordination as may be required by Landlord (or its lenders or ground lessors) if such instrument of subordination contains a nondisturbance provision reasonably acceptable to Tenant which provides that so long as Tenant is not in default hereunder beyond any applicable cure period in this Lease, Tenant shall have continued enjoyment of the Premises free from any disturbance or interruption by reason of any foreclosure of any such ground leases, master leases, mortgages and deeds deed of trust; provided, however, that mortgage or the exercise of any remedies by the lessor under any such ground lease lease. In the event of sale or master lease or any mortgagee or beneficiary under foreclosure of any such mortgage or deed of trust trust, or exercise of the power of sale thereunder, or in the event of a transfer in lieu of foreclosure, or in the event a ground lessor acquires the Landlord’s interests in the Building, Tenant shall attorn to the purchaser (or transferee) of the Building at such foreclosure or sale and recognize such purchaser (or transferee) as Landlord under this Lease if so requested by such purchaser (or transferee). Such attornment shall be self operative and no further instruments need be executed to effect such attornment. If any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, lender elects to have this Lease made superior in whole or in part to any such ground lease, master lease, its mortgage or deed of trust (or subject and subordinate gives notice of its election to Tenant, then this Lease shall thereupon become superior to the lien of such ground lease, master lease, mortgage or deed of trust but superior to any junior trust, whether this Lease is dated or recorded before or after the mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.4210\002:08/06/09 -9- LEASE FORM TBARKE\XXXXXXX\LEASING ADVISORY

Subordination. This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and the rights of Tenant hereunder, are and this Lease shall be subject and subordinate at all times to ground or underlying leases and to the interest lien of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalstrust now or hereafter placed on, modificationsagainst or affecting the Building, replacements and extensions of Landlord’s interest or estate in the Building, or any such ground leases, master leases, mortgages and deeds of trustor underlying lease; provided, however, that any lessor under any such ground lease if the lessor, mortgagee, trustee, or master lease or any mortgagee or beneficiary under holder of any such mortgage or deed of trust (elects to have Xxxxxx’s interest in this Lease be superior to any such lessorinstrument, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to electthen, by written notice given to Tenant, to have this Lease made superior in whole shall be deemed superior, whether this Lease was executed before or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust)after said instrument. Upon demandNotwithstanding the foregoing, Tenant shall execute, acknowledge covenants and deliver any instruments reasonably requested by Landlord or any such Mortgagee agrees to effect the purposes execute and return within ten (10) business days of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets request such further instruments evidencing such subordination or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date superiority of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as may be required by Landlord. Notwithstanding the foregoing, upon written request by Xxxxxx, Landlord will use reasonable efforts to obtain a result non-disturbance, subordination and attornment agreement from Landlord's then current mortgagee on such mortgagee's then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such Landlord default; (v) not agreement, it being agreed that Tenant shall be bound responsible for any fee or review costs charged by any rent or additional rent which Tenant might have paid for more than the current month to mortgagee. Upon request of Landlord; (vi) not be bound by any amendment or modification , Xxxxxx will execute the mortgagee’s form of the Lease or any cancellation or surrender of non-disturbance, subordination and attornment agreement and return the same made without Successor Landlord’s prior written consent; (vii) not to Landlord for execution by the mortgagee. Xxxxxxxx's failure to obtain a non- disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be bound by any obligation to make any payment to Tenant which was required considered to be made prior to the time such Successor a default by Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementshereunder.

Subordination. This Lease, and the rights of Tenant hereunder, are Lease is and shall be subject and subordinate to any reciprocal easement agreement, ground lease, facilities lease or other underlying lease and the interest lien of (i) all present and future ground leases and master leases of all any mortgage or any part of the Building; (ii) present and future mortgages and deeds deed of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, consolidations, replacements and extensions of any of the foregoing, that may now exist or hereafter be executed by Landlord affecting the Property, or any part thereof, or Landlord’s interest therein, without the necessity of executing any instrument to effectuate such ground leases, master leases, mortgages and deeds of trustsubordination; provided, however, that upon Landlord’s request, Tenant, or Tenant’s successor-in-interest, shall execute and deliver any lessor under and all instruments desired by Landlord evidencing such subordination in the manner requested by Landlord. Notwithstanding the foregoing, Landlord or the holder shall, in its respective discretion, have the right to subordinate any such interests to this Lease. If any ground lease or master underlying lease terminates for any reason or any mortgagee or beneficiary under any such mortgage or deed of trust (is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall attorn to the successor-in-interest to Landlord, at the option of such lessorsuccessor-in-interest. The provisions of this Section shall be self-operative and no further instrument shall be required. Tenant agrees, mortgagee however, to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents evidencing the priority or beneficiary is hereinafter referred subordination of this Lease. Landlord shall use its best efforts to as a “Mortgagee”) shall have the right to elect, by written notice given provide to Tenant, to have this Lease made superior in whole or in part to before the Effective Date, executed non-disturbance and attornment agreements from the holder of any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust)existing Encumbrance. Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date The form of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not agreement shall be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor LandlordTenant’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsapproval.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be Lease is expressly made subject and subordinate to the interest any mortgage, deed of (i) all present and future trust, ground leases and master leases of all lease, underlying lease or like encumbrance affecting any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all Property or any part interest of the Building; Landlord therein which is now existing or hereafter executed or recorded (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust“Encumbrance”); provided, however, that such subordination shall only be effective as to Encumbrances created by Landlord after the Commencement Date of this Lease if the holder of the Encumbrance agrees that so long as this Lease is in full force and effect and there exists no Event of Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by reason of foreclosure, exercise of the statutory power of sale, or receipt of a deed in lieu of foreclosure in the case of any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust that constitutes the Encumbrance or termination in the case of any ground lease that constitutes the Encumbrance. Tenant shall execute and deliver to Landlord, within ten (10) days after written request therefor by Landlord and in a commercially reasonable form requested by Landlord, any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have additional documents evidencing the right to elect, by written notice given to Tenant, to have subordination of this Lease made superior in whole or in part with respect to any such ground leaseEncumbrance, master leaseprovided that, mortgage in any case where Tenant is entitled to the above-described nondisturbance agreement, either prior to or deed concurrently with the request Tenant is provided the required nondisturbance agreement by the holder of trust (the Encumbrance. If the interest of Landlord in the Property is transferred pursuant to or subject and subordinate in lieu of proceedings for enforcement of any Encumbrance, provided the new owner requires Tenant to such ground lease, master lease, mortgage do so or deed of trust but superior Tenant is party to any junior mortgage or junior deed of trust). Upon demanda nondisturbance agreement as herein described, Tenant shall executeattorn to the new owner, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to this Lease shall continue in full force and effect as a direct lease between the purposes of transferee and Tenant on the terms and conditions set forth in this Lease. Anything in this Section 17.01. Such instruments may contain, among other things, provisions 20.1 to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessorscontrary notwithstanding, if anya Mortgagee so elects in writing, prior this Lease shall be deemed superior to the Encumbrance held by the Mortgagee, regardless of the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification recordation of the Lease or any cancellation or surrender of Encumbrance, and Tenant will execute an agreement confirming the same made without Successor LandlordMortgagee’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementselection on request.

Subordination. As used throughout this Section 18, the term ------------- "mortgagee" shall refer to the holder of a Mortgage or deed of trust or ground lease affecting the Premises. This Lease, Lease and the rights tights of Tenant hereunder, are and hereunder shall be and are hereby made subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions provisions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust affecting the Premises, and to each advance made or hereafter to be made under the same, and to ad renewals, modifications, consolidations and extensions thereof and ad substitutions therefor. This Section 18 shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of the provisions of this Section 18, Tenant shall execute and deliver promptly any certification or instrument that Landlord or any mortgagee may request, and failing to do so within ten (10) days after written demand, Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and Tenant's name, place and stead, to do so, and/or Landlord may declare this Lease to be in default. If any mortgagee or subject and subordinate ground lessor shall elect to such have this Lease prior to the lien of its mortgage, deed of trust or ground lease, master leaseand shall give written notice thereof to Tenant, mortgage or this Lease shall be deemed prior to such mortgage, deed of trust but superior to any junior mortgage or junior deed of trust). Upon demandground lease, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord whether this Lease is dated prior or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior subsequent to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets said mortgage, deed of trust or defenses which Tenant might have been able to assert against Landlord ground lease or its predecessors, if any, prior to the date of recording thereof. Tenant shall and does hereby agree to attorn to any mortgagee or successor in title and to recognize such Successor mortgagee or successor as its Landlord in the event any such person or entity succeeds to the interest of Landlord’s succession to Landlord’s interest under . Notwithstanding any other provision of this Lease; (iii) not be liable for , in the return of event that any security deposit under mortgagee or its respective successor in title shall succeed to the Lease unless interest or Landlord hereunder, the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result liability of such Landlord default; (v) not be bound by any rent mortgagee or additional rent which Tenant might have paid for more than successor shall exist only so long as it is the current month to Landlord; (vi) not be bound by any amendment or modification owner of the Lease Building, or any cancellation interest therein, or surrender of is the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation tenant under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementssaid ground lease.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject and subordinate to the interest lien of (i) all present any mortgage now or hereafter in force against the Premises, if any, and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) to all renewals, extensions, modifications, consolidations and replacements thereof, and extensions to all advances made or hereafter to be made upon the security of any such mortgages, unless the holders of such mortgages, or the lessors under such ground leaseslease, master leasesrequire in writing that this Lease be superior thereto. Notwithstanding the foregoing, the subordination of this Lease to mortgages shall be conditioned upon delivery to Tenant of a reasonably acceptable Non-Disturbance Agreement (as defined below). Tenant covenants and deeds agrees in the event any proceedings are brought for the foreclosure of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (in lieu thereof, to attorn, without any deductions or set-offs whatsoever, to the purchaser or any successors thereto upon any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage foreclosure sale or deed of trust (or subject in lieu thereof if so requested to do so by such purchaser, and subordinate to recognize such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect purchaser as the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest lessor under this Lease; (ii) not be subject provided that such purchaser shall recognize this Lease and that Tenant's right to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date possession of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default xxx Xremises under this Lease plus a reasonable opportunity shall not be disturbed so long as Tenant performs all of the dxxxxx and obligations of Tenant hereunder. Tenant shall, within twenty (20) days of request by Landlord, execute and delixxx xx Landlord such further instruments or assurances as Landlord may reasonably deem necessary to cure such default prior to Tenant having any right evidence or ability to terminate confirm the subordination or superiority of this Lease to any such mortgages, subject to Tenant's obtaining from such xxxxxagee a commercially reasonable non- disturbance agreement executed by such mortgagee providing that, as a result of such Landlord default; (v) long as Tenant is not be bound by any rent or additional rent which Tenant might have paid for more than in default beyond the current month to Landlord; (vi) not be bound by any amendment or modification expiration of the applicable cure period hereunder, this Lease or any cancellation or surrender of shall remain in effect for the same made without Successor Landlord’s prior written consent; full Lease Term (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be nona "Non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsDisturbance Agreement").

Subordination. This Lease, Lease is expressly made subject to and the rights of Tenant hereunder, are and shall be subject and is subordinate to all current or future mortgages and liens upon the interest of (i) all present and future ground leases and master leases of all Premises or any part of the Building; (ii) present thereof by Landlord or its successors, including purchasers or transferees, and future mortgages any and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions thereof. It is specifically understood and agreed by the parties hereto that this Lease and all rights, privileges, and benefits hereunder are and shall be at all times subject to and subordinate to the lien of any such ground leases, master leases, and all mortgages and deeds the accompanying documents executed by Landlord on behalf of trustthe Premises. The foregoing subordination shall be self-operative and no further instruments of subordination shall be necessary; provided, however, that any lessor under any such ground lease Tenant shall, upon the request of the holder or master lease or any mortgagee or beneficiary under any such mortgage or proposed holder of a deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master leasetrust, mortgage or deed of trust (other lien or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor security interest encumbering Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its 's interest in the Premises (a "Mortgagee"), execute and improvementsdeliver a subordination, non-disturbance and attornment agreement subordinating Tenant's interest hereunder or Tenant's leasehold interest in the Premises to any such deed of trust, mortgage or other lien or security interest in confirmation and furtherance of and in addition to the foregoing subordination provisions of this Section 10 and containing the following: (i) the agreement of Tenant that Tenant shall attorn to and recognize such Mortgagee (or the purchaser) upon a foreclosure sale or sale under a power of sale contained in such Mortgagee's deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the Premises, or a conveyance by a deed-in-lieu of foreclosure, as the case may be, as Landlord under this Lease for the balance of the Term, subject to all of the terms and provisions of this Lease; and (ii) the agreement of such Mortgagee that, so long as no Event of Default by Tenant exists hereunder (beyond any period given Tenant to cure such default), this Lease and the leasehold estate hereby created shall not be extinguished or terminated, and the rights hereunder of Tenant will not be disturbed, by any such foreclosure sale, sale under a power of sale, or conveyance by a deed-in-lieu of foreclosure, as the case may be, under such Mortgagee's deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the Premises. Notwithstanding any provision in this Lease to the contrary, Tenant's obligation to execute a subordination agreement is subject to the terms and conditions set forth in LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 Paragraph 3 of Addendum 1 hereto. IN THE EVENT THAT, AT THE EFFECTIVE DATE OF THIS LEASE, THERE EXISTS ANY UNRELEASED MORTGAGE OR FINANCING LIEN UPON THE PREMISES OR ANY PART THEREOF, THEN AS A PREREQUISITE TO TENANT'S EXECUTION OF THIS LEASE, THE LANDLORD SHALL CAUSE THE HOLDER OF EACH SUCH MORTGAGE OR FINANCING LIEN TO PROVIDE TO TENANT A PROPOSED SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (EACH AN "SNDA"), INCLUDING TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO TENANT, LANDLORD, AND THE HOLDER OF SUCH MORTGAGE OR FINANCING LIEN, FOR TENANT'S CONSIDERATION AND SIGNATURE, SUBJECT TO THE PROVISIONS IN PARAGRAPH 3 OF ADDENDUM 1 HERETO; PROVIDED THAT ANY AND EACH SNDA SHALL BE DATED AND EXECUTED ON BEHALF OF TENANT, LANDLORD, AND THE HOLDER OF SUCH MORTGAGE OR FINANCING LIEN SIMULTANEOUSLY WITH THE EXECUTION OF THIS LEASE.

Subordination. This Landlord represents that as of the date of this Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or Building is not encumbered by any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) mortgage. Landlord shall have the right to electsubordinate this Lease to any mortgage hereafter placed upon the Building by so declaring in such mortgage, provided that the holder of said mortgage agrees not to disturb Tenant's possession of the Leased Premises so long as Tenant shall not be in Default, as evidenced by a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") executed by holders of any mortgages on the Leased Premises. Such SNDA shall provide that (i) in the event the mortgagee files suit to foreclose the mortgage, the mortgagee will not join Tenant in the foreclosure proceedings so long as Tenant is not in default beyond any notice and cure period under any of the terms, covenants and conditions of the Lease, (ii) in the event mortgagee succeeds to the interest of mortgagor, as Landlord, and Tenant is not in default under the terms, covenants or conditions of the Lease beyond any notice and cure period, the mortgagee shall be bound to Tenant under all of the terms, covenants and conditions of the Lease, (iii) Tenant agrees to attorn to mortgagee upon receipt of written notice given from Landlord or such mortgagee, and (iv) Tenant agrees to Tenant, give mortgagee notice of Landlord's default and an opportunity to have cure that does not exceed Landlord's cure period under this Lease made superior in whole or in part measured from the date of mortgagee's receipt of a notice of default. For purposes of this SECTION 12.03, the term "mortgage" shall be deemed to refer to any such ground leasemortgage, master leasedeed to secure debt, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest instrument in the Premises nature thereof, and improvementsany amendments or modifications thereto.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject to and subordinate at all times to the lien of any existing mortgages and/or deeds of trust upon the Building and/or the Property, unless the mortgagee or holder of the deed of trust elects to have Tenant's interest hereunder superior to the interest of the mortgagee or holder of such deed of trust. This subordination provision shall be self-operative and no further instrument of subordination shall be required. Tenant agrees to execute any documents reasonably necessary, subsequent to the execution of this Lease, which are required to effect such subordination. Landlord covenants to use its best efforts to obtain from each of such parties (and each lessor or other person whose interest in the Building and/or the Property is paramount to Landlord's, if any) (each a "Security Holder") within sixty (60) days of the date of execution hereof, an agreement executed and acknowledged by the Security Holder, and otherwise in form reasonably acceptable to Tenant, wherein the Security Holder (i) all present acknowledges this Lease and future ground leases Tenant's rights hereunder, and master leases of all or any part of the Building; (ii) present agrees that so long as no Event of Default shall occur and future mortgages and deeds of trust encumbering all or any part of continue, such Security Holder shall not disturb the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust tenancy hereby created (any such lessoragreement herein called a "Non-Disturbance Agreement"). The Non-Disturbance Agreement shall be delivered to Tenant and, mortgagee or beneficiary is hereinafter referred at Tenant's option, duly recorded in the appropriate public office. Tenant shall, upon Landlord's request, subordinate this Lease to as any future lien placed by Landlord upon the Building and/or the Property, provided that such lien holder executes, acknowledges and delivers to Tenant a “Mortgagee”) shall have the right to elect, by written notice given Non-Disturbance Agreement in form reasonably acceptable to Tenant, . 23A. Landlord's Right to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsPerform Tenant's Covenants.

Subordination. This Lease, and Tenant agrees that the rights of Tenant hereunder, under this Lease are and shall be subject and subordinate to, and within five (5) business days after the request of Landlord from time to time, Tenant will confirm the interest subordination of (i) all present and future this Lease to, each ground leases and master leases of lease now or hereafter covering all or any part of the Building; (ii) present Land and future mortgages and deeds each mortgage or deed of trust encumbering all which may now or any part of hereafter encumber the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) Property, as well as to all renewals, modifications, consolidations, replacements and extensions of any such ground leasesthereof, master leases, mortgages by executing and deeds of trust; provided, however, that any delivering to Landlord a written subordination agreement in form as required by the lessor under any such ground lease or master the holder of any such mortgage or deed of trust, provided, however, that Tenant’s subordination to the interests of the holders of mortgages, deeds of trust or ground leases which do not now encumber the Property, but which encumber the Property in the future, shall be subject to the execution by such holder and Tenant of an SNDA (hereinafter defined) in such form as such holder may require, but containing the agreement of such holder not to disturb the Tenant’s possession of the Leased Premises after enforcement of such mortgage, deed of trust or ground lease during the term of this Lease, provided that no default on the part of Tenant shall have theretofore occurred or any mortgagee shall thereafter occur under this Lease , and containing such other agreements and certifications on the part of Tenant as such lessor or beneficiary under holder may require. Tenant expressly recognizes and agrees that (i) the holder of any such mortgage or deed of trust (any such lessormay sell the Property, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have and the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to lessor under any such ground leaselease may terminate such lease or the ground lessee's right of possession thereunder, master in the manner provided for by law in, or in connection with, such instrument, and (ii) such sale or other action may be made subject to this Lease. In the event of the enforcement by the lessor under any such ground lease or the holder of any such mortgage or deed of trust of the remedies provided for by law or by such ground lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall executewill, acknowledge and deliver any instruments reasonably requested by Landlord upon request of said lessor or holder, or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions person or party succeeding to the effect that such Mortgagee (hereafter, for the purposes interest of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease said holder as a result of such Landlord defaultenforcement, automatically become tenant of said lessor or holder, or successor in interest, without change in the terms or provisions of this Lease; (v) provided, however, that said lessor, holder or successor in interest, shall not be (1) bound by any rent or additional rent which Tenant might have paid payment of Rent for more than one month in advance except prepayments in the current month nature of security for the performance 175368 2031.0 Synthesis Energy Systems – 12.7.07 by Tenant of its obligations under this Lease which are actually delivered by Landlord to Landlord; such lessor, holder or successor in interest, (vi2) not be bound by any amendment or modification of this Lease made without the Lease written consent of such lessor, holder or successor in interest if such lessor, holder or successor in interest had previously notified Tenant in writing of its interest, (3) liable for, or subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord as the prior lessor under this Lease, nor for any return of the Security Deposit or any cancellation advance rentals paid by Tenant to Landlord, except to the extent to which such sums are actually delivered by Landlord to said lessor, holder or surrender of successor in interest, (4) personally liable under the same made without Successor LandlordLease, such lessor’s prior written consent; or holder’s liability thereunder being limited to its then interest, if any, in the Property, or (vii5) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under provision in the Lease to perform any work or which obligates Landlord to make any improvements to the demised Leased Premises or Property, or to pay any sums to or reimburse Tenant in respect of improvements made or to be made to the Leased Premises, or to repair, rebuild or restore any improvements following any casualty or taking in or under threat of eminent domain, or to apply proceeds of casualty insurance or eminent domain awards other than as provided in the ground lease or deed of trust, as applicable, which shall govern over any conflicting provision hereof with respect thereto. Any obligations Upon request by any such lessor, holder or successor in interest, Tenant shall execute and deliver an instrument or instruments in such form as said lessor, holder or successor in interest may require, confirming the attornment herein provided for, and containing such other certifications and agreements as said lessor, holder or successor in interest may require, . Landlord agrees to use commercially reasonable efforts to obtain (and Tenant agrees to sign upon request of Landlord, if so obtained by Landlord) a Subordination, Nondisturbance and Attornment Agreement in such other form as may then be required by such mortgagee (“SNDA”), from each mortgagee holding a mortgage or deed of trust affecting the Property or any Successor Landlord under its respective lease shall be non-recourse portion thereof (i) within sixty (60) days from the date of this Lease, as to any assets existing mortgagees, or (ii) at or before the execution by Landlord or its successor of such Successor mortgage or deed of trust, as to future mortgagees, but Tenant acknowledges that Landlord other than its interest cannot and does not guarantee Tenant that Landlord can succeed in the Premises and improvementsobtaining any such SNDA, nor shall Landlord’s rights or Tenant’s obligations under this Lease be affected by any failure of Landlord to succeed in obtaining any such SNDA.

Subordination. (a) This Lease, and the rights of Tenant hereunderany Option granted hereby, are and at Lessor's option, shall be subject and subordinate to the interest any ground lease, mortgage, deed of (i) all present and future ground leases and master leases of all trust, or any part of other hypothecation or security now or hereafter placed upon the Building; (ii) present Industrial Center and future mortgages to any and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; on the security thereof and (iv) to all renewals, modifications, consolidations, replacements and extensions of any thereof. Notwithstanding such ground leasessubordination, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the Lessee's right to electquiet possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, by written notice given unless this Lease is otherwise terminated pursuant to Tenantits terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease made superior in whole and such Options granted hereby prior to the lien of its mortgage, deed of trust or in part to any such ground lease, master leaseand shall give written notice thereof to Lessee, mortgage or this Lease and such Options shall be deemed prior to such mortgage, deed of trust (or subject and subordinate to such ground lease, master lease, mortgage whether this Lease or deed of trust but superior to any junior mortgage such Options are dated prior or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior subsequent to the date of such Successor Landlord’s succession said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to Landlord’s interest under execute any documents required to effectuate an attornment, a subordination or to make this Lease; (ii) not be subject to Lease or any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, Option granted herein prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return lien of any security deposit under mortgage, deed of trust or ground lease, as the Lease unless the same case may be. Lessee's failure to execute such documents within ten (10) days after written demand shall have actually been deposited constitute a material default by Lessee hereunder without further notice to Lessee 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 such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsparagraph 30(b).

Subordination. (a) This Lease shall be automatically subordinate to and bound by each underlying lease, deed of trust and mortgage (including all advances made thereunder at any time), and all amendments thereto and renewals, extensions, modifications, consolidations, replacements and transfers thereof (whether by sale, assignment, foreclosure or otherwise), now or hereafter affecting any portion of the Land, the Building or the Premises (in each case, a "Superior Instrument"). Tenant may not terminate this Lease, and this Lease shall remain in effect upon any sale or assignment or foreclosure upon, any portion of the rights Property pursuant to any Superior Instrument, or upon the termination of any Superior Instrument. Notwithstanding any other provision hereof, no holder of a Superior Instrument shall be liable for any act, omission or default of Landlord, subject to any offsets, claims or defenses which Tenant may have against Landlord, bound by any rent that Tenant paid to Landlord more than one (1) month in 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 Superior Instrument (which notice may be given simultaneously with any notice Tenant gives to Landlord), which has furnished Tenant with its address, and 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 Property or improvements thereto the holder of 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 rents payable by Tenant hereunder, are and shall be subject and subordinate to reduce or extend the interest of (i) all present and future ground leases and master leases of all Term, reduce or any part increase the area of the Building; (ii) present Premises, or materially adversely affect Tenant's rights and future mortgages and deeds obligations hereunder. The holder of trust encumbering all or any part of the Building; (iii) all past and future advances made under any a Superior Instrument may subordinate such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred Instrument to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to at any such ground lease, master lease, mortgage or deed of trust (or subject time and subordinate Tenant hereby consents to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust)subordination. Upon demand, request Tenant shall execute, acknowledge and deliver any in recordable form such instruments reasonably requested by Landlord or any effecting such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementssubordination.

Subordination. This Lease, and the rights of Tenant hereunder, are Lease is and shall be expressly subject and subordinate at all times to the interest of (i) all present and future any ground leases and master leases of all or any part underlying lease of the Building; , now or hereafter existing, and all amendments, renewals and modifications to any such lease, and (ii) present and future mortgages and deeds the lien of any mortgage or trust deed now hereafter encumbering all or any part of fee title to the Building; (iii) all past and future advances made Building and/or the leasehold estate under any such mortgages lease, unless such ground lease or deeds ground lessor, or mortgage or mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage, provided, however, that Tenant's agreement to subordinate this Lease as to any future mortgagee or ground lessor is contingent upon such mortgagee or ground lessor entering into an agreement with Tenant that Tenant's possession of trust; the Premises and this Lease shall remain in effect so long as Tenant is not in default of this Lease beyond any applicable cure period, notwithstanding Landlord's default under such mortgage or ground lease. In connection therewith, Tenant shall agree to attorn to such mortgagee or ground lessee (iv) all renewals, modifications, replacements and extensions of or its successors). If any such ground leasesmortgage or trust deed is foreclosed, master leasesor if any such lease is terminated, mortgages upon request of the mortgagee, 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, as the case may be. The foregoing provisions are declared to be self-operative and deeds of trustno further instruments shall be required to effect such subordination and/or attornment; provided, however, that any lessor under Tenant agrees upon request by any such mortgagee, holder, lessor or purchaser at foreclosure, to execute and deliver such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment, or any other documents required to evidence superiority of the ground lease or master lease mortgage, should ground lessor or any mortgagee or beneficiary under mortgage elect such superiority. If Tenant fails to execute and deliver any such mortgage instrument or deed of trust document within ten (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”10) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demanddays after request, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee be deemed to effect the purposes be in default of this Section 17.01Lease. Such instruments may containLandlord agrees to use reasonable efforts to obtain subordination, among other things, provisions to nondisturbance and attornment agreements from the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification existing mortgagee of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsBuilding.

Subordination. This LeaseSubject to the nondisturbance provisions in Section 11.02 below, and the rights of Tenant hereunder, are this Lease is and shall be subject and subordinate to any and all ground or similar leases affecting the interest Project, and to all mortgages, deeds of (i) all present trust, and future ground leases and master leases of security agreements that may now or hereafter encumber or affect all or any part of the Project, the Land, the Building; (ii) present and future mortgages and deeds of trust encumbering all , or any part interest of Landlord therein and/or the contents of the Building; (iii) all past , and future to any advances made under on the security thereof and to any such mortgages or deeds of trust; and (iv) all increases, renewals, modifications, consolidations, replacements and extensions of any such ground leases, master leasesmortgages, mortgages and deeds of trust; provided, however, that trust and/or security agreements. This clause shall be self-operative and no further instrument of subordination need be required by any lessor under any owner or holder of such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or lease, mortgage, deed of trust (or security agreement. Tenant agrees to execute and return any estoppel certificate, consent or agreement reasonably requested by any such lessor, mortgagee, trustee or secured party in connection with this Section 11.01 within twenty (20) days after receipt of same. Any breach of the preceding sentence by Tenant shall constitute a "Default" under Section 13.01 of this Lease. If any mortgagee of Landlord secured by a lien on the Project, any lessor to Landlord under a ground lease of the Project, or beneficiary is hereinafter referred to as any secured party under a “Mortgagee”) security agreement encumbering the interest of Landlord shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject request it and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demandprovide Tenant with an address for notices, Tenant shall executeprovide to such mortgagee, acknowledge and deliver lessor or secured party written notice of any instruments reasonably requested default or breach by Landlord or simultaneously with any such Mortgagee notice provided to effect Landlord and such addressee will have the purposes of this Section 17.01. Such instruments may contain, among other things, provisions same cure rights and periods as provided to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, hereunder prior to the date exercise of any rights and/or remedies of Tenant hereunder or under applicable law arising out of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets default or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsbreach.

Subordination. 18.01. This Lease, and the rights of Tenant hereunder, are and shall be Lease is subject and subordinate to the interest of (i) all present and future ground or underlying leases and master leases of to all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all which may now or hereafter affect such leases or the Property (or any part of thereof) or Lessor’s fee interest in the Building; (iii) all past Property, and future advances made under any such mortgages or deeds of trust; and (iv) to all renewals, modifications, consolidations, replacements and extensions thereof, but only on the condition that Lessor has secured and delivered to Lessee, in recordable form, a Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) executed and acknowledged by each such lessor and mortgagee, whereby each such lessor or mortgagee has agreed to attorn to this Lease and not disturb Lessor’s use of the Property and Lessee has subordinated its rights hereunder to such lessor or mortgagee, in form and substance reasonably acceptable to Lessee. Lessee’s obligations under this Lease are expressly contingent and conditioned upon Lessee’s receipt of an SNDA from each lessor and mortgagee as provided above. Except as provided above in this Section 18.01, the provisions of this Section 18.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute and deliver at its own cost and expense any instrument, in recordable form, if required, that Lessor, or the holder of any such ground leasesLease or mortgage or any of their respective successors in interest may request to evidence such subordination, master leasesand Lessee hereby constitutes and appoints Lessor or its successors in interest to be Lessee’s attorney-in-fact, mortgages irrevocably and deeds coupled with an interest, to execute and deliver any such instrument for or on behalf of trustLessee. Nothing contained in this Lease shall limit or curtail Lessor’s right to sell, mortgage or otherwise deal with its fee interest in the Property, or affect Lessor’s right to assign the Net Rent and/or Additional Rent payable under this Lease either as further collateral security under a fee mortgage or otherwise, and any such assignment of Rent shall be honored by Lessee; provided, however, that in the event of any lessor under any such ground lease foreclosure proceeding which is prosecuted or master lease completed or any mortgagee transfer of the Property or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to electLessor’s interest therein by foreclosure, by written notice given deed in lieu of foreclosure or otherwise, the leasehold estate granted to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default Lessee under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right shall not be terminated or ability to terminate disturbed so long as no Event of Default by Lessee shall exist under this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification and Lessee shall pay all sums due under this Lease and shall fully perform and comply with all of the terms, covenants and conditions of this Lease or any cancellation or surrender on the part of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required Lessee to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsperformed and/or complied with.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements, and any ground leases or underlying leases which may now exist or hereafter be executed affecting the Property, (b) the lien of any mortgage or deed of trust that may now exist or hereafter be executed in any amount for which the Property, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security, and (c) any access agreements which may now exist or hereafter be executed affecting the Property. 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, subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (ia “Successor”) all present and future ground leases and master leases of all shall be liable for any default by Landlord or any part of other matter that occurred prior to the Building; date the Successor succeeded to Landlord’s interest in this Lease, and (ii) present Tenant shall, notwithstanding any subordination, attorn to and future mortgages and deeds of trust encumbering all or any part become the tenant of the BuildingSuccessor, at the option of the Successor; provided that Tenant shall have received a Non-Disturbance Agreement from Successor. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord (iii) all past and future advances made under which form shall include the non-disturbance protections for Tenant described below), any such mortgages additional documents evidencing the priority or deeds subordination of trust; and (iv) all renewals, modifications, replacements and extensions of this Lease with respect to any such ground leases, master underlying leases, mortgages and deeds reciprocal easement agreements or similar documents or instruments, or with respect to the lien of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (and Tenant’s failure to execute and deliver any such lessor, document within ten (10) Business Days after such demand by Landlord shall constitute an Event of Default without further notice. Landlord shall use commercially reasonable efforts to obtain the written agreement (a “Non-Disturbance Agreement”) of the mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to electtrustee named in any mortgage, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject other encumbrance, and subordinate to such any landlord under any ground lease or underlying lease, master leasethat so long as an Event of Default by Tenant is not in existence, mortgage neither this Lease nor any of Tenant’s rights hereunder shall be terminated or modified, nor shall Tenant’s possession of the Premises be disturbed or interfered with, by any trustee’s sale or by an action or proceeding to foreclose said mortgage, deed of trust but superior to any junior mortgage or junior deed of trust)other encumbrance. Upon demandLandlord represents and warrants that, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease Effective Date, there is no mortgage, ground lease or any cancellation or surrender of other such encumbrance on the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsProperty.

Subordination. (a) This Lease, and the rights of Tenant hereunderat Landlord's option, are and shall be subject and subordinate to the interest any ground lease, mortgage, deed of (i) all present and future ground leases and master leases of all trust, or any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part of the Building; (ii) present and future mortgages to any and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; on the security thereof and (iv) to all renewals, modifications, consolidations, replacements and extensions of any such thereof. Xxxxxxxx's election to subordinate this Lease shall not be effective unless the ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary trustee shall execute with Tenant a nondisturbance agreement recognizing that Tenant's eight to quiet possession of the Premises shall not be disturbed if Tenant is hereinafter referred to not in default and so long as a “Mortgagee”) Tenant shall have pay the right to electRent and observe and perform all the provisions of this Lease. If any mortgagee, by written notice given to Tenant, trustee or ground lessor shall elect to have this Lease made superior in whole prior to the lien of its mortgage, deed of trust or in part to any such ground lease, master leaseand shall give written notice thereof to Tenant, mortgage or this Lease shall be deemed prior to such mortgage, deed of trust (trust, or subject and subordinate to such ground lease, master lease, mortgage whether this Lease is dated prior or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior subsequent to the date of such Successor Landlord’s succession said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Xxxxxx agrees to Landlord’s interest under execute any documents required to effectuate an attornment, a subordination or to make this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, Lease prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return lien of any security deposit under mortgage, deed of trust or ground lease, as the Lease unless the same case may be. Tenant's failure to execute such documents within ten (10) days after written demand shall have actually been deposited with constitute a default by Tenant hereunder, or at Landlord's option, Landlord shall execute such Successor Landlord; (iv) be entitled documents on behalf of Tenant as Xxxxxx's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenants attorney-in-fact and in Tenants name, place and stead to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure execute such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsdocuments.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject and subordinate subordinated at all times to the interest of (ia) all present ground or underlying leases now existing or which may hereinafter be executed affecting the Project, and future ground leases and master leases (b) the lien or liens of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering in any amount or amounts whatsoever now existing or hereafter placed on the Project or Landlord’s interest or estate therein or on or against such ground or underlying leases and to all renewals, modifications, consolidations, replacements and extensions thereof and to each advance made or hereafter to be made thereunder. Within thirty (30) days following written demand, Tenant shall execute and deliver any part commercially reasonable instruments, releases or other documents reasonably requested by any lessor or mortgagee for the purpose of the Building; (iii) all past subjecting and future advances made under any subordinating this Lease to such ground leases, mortgages or deeds of trust; . Landlord shall obtain, at Landlord’s sole cost and expense, from any future mortgagee of Landlord a subordination, non‑disturbance and attornment agreement (iv“SNDA”) all renewalsin favor of Tenant, modifications, replacements which SNDA shall be reasonably acceptable to Tenant and extensions of any shall contain language setting forth that (A) such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) successor in interest shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be (a) liable for any act or omission of Landlord of, or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets rights of setoff, claims or defenses which otherwise assertable by Tenant might have been able to assert against Landlord or its predecessorsagainst, if anyany prior owner of the Project (including without limitation, prior to the date of Landlord) unless such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive party has received written notice of any Landlord prior default under and such default is continuing in nature, (b) bound by any rents paid more than one (1) month in advance to any prior owner, and (c) bound by any Material Modification (as hereinafter defined) of this Lease plus made without mortgagee or successor in interest’s consent (such consent not to be unreasonably withheld, conditioned or delayed), and (B) Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any mortgagee or lessor under a lien instrument or lease covering the Premises whose address has been given to Tenant, and affording such mortgagee or lessor a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate perform Landlord’s obligations hereunder. As used in this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than paragraph, the current month to Landlord; (vi) not be bound by term “Material Modification” shall mean any amendment or modification of this Lease which (i) shortens or extends the Term of this Lease (excluding Tenant’s Extension Option(s) set forth in Section 12.19 below), (ii) results in a reduction of rent or any cancellation or surrender of the same made without Successor other sums due and payable by Tenant pursuant to this Lease, (iii) increases Landlord’s prior written consent; obligations under this Lease by more than a de minimus extent, or (viiiv) not be bound decreases Tenant’s obligations under this Lease by more than a de minimus extent. Tenant shall attorn to any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded party succeeding to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, only upon such party’s request and improvementsat such party’s sole discretion but not otherwise. Tenant shall execute all such agreements confirming such attornment as such party may reasonably request. Notwithstanding the generality of the foregoing, any mortgagee or ground lessor may at any time subordinate any such deeds of trust, mortgages, other security instruments or ground leases to this Lease on such terms and conditions as such mortgagee or ground lessor may deem appropriate.

Subordination. This Lease, and the rights of Tenant hereunder, are and Amended Lease shall be subject and subordinate at all times to the interest lien of (iany mortgage or deed of trust or other encumbrance(s) all present and future ground leases and master leases of all which may now or which may at any time hereafter be made upon the Property or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all portion thereof, or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trustupon Landlord's interest therein; provided, however, that that, so long as Tenant is not in default (beyond any lessor period given Tenant to cure such default under this Amended Lease) in the payment of rent or in the performance of its obligations under this Amended Lease, Tenant's possession, use and quiet enjoyment of the Property shall not be diminished or interfered with by any mortgagee, lender or successor for any reason whatsoever during the term of the Amended Lease. This clause shall be self-operative, and no further instrument of subordination shall be required to effect the subordination of this Amended Lease. Nonetheless, in confirmation of such ground lease or master lease or any mortgagee or beneficiary under subordination, Tenant shall execute and deliver such further instrument(s) as may be reasonably requested in order to subordinate this Amended Lease to the lien of any such mortgage or deed of trust (thereby. If the interests of Landlord under this Amended Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (on the Property, Tenant shall be bound to the transferee at the option of the transferee, under the terms, covenants and conditions of this Amended Lease for the remaining term, including any extensions or subject renewals, with the same force and subordinate effect as if the transferee were Landlord under this Amended Lease, and, if requested by such transferee, Tenant agrees to such ground lease, master lease, attorn to the transferee as its Landlord. The holder of any mortgage or deed of trust but superior encumbering the Property shall have the right, unilaterally, at any time to any junior subordinate fully or partially its mortgage or junior deed of trust)trust or other security instrument to this Amended Lease on such terms and subject to such conditions as such holder may consider appropriate in its reasonable discretion. Upon demandrequest, Tenant shall execute, acknowledge execute and deliver any instruments an instrument reasonably requested by Landlord or required to confirm any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act full or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementspartial subordination.

Subordination. This Lease, and the rights of Tenant hereunder, are Lease is and shall be subject and subordinate to the interest of (i) any and all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; trust now existing upon or that may be hereafter placed upon the Premises and (iv) the land and Building and to all advances made or to be made thereon and all renewals, modifications, consolidations, replacements or extensions thereof and extensions the lien of any such ground leasesmortgages, master leases, mortgages and deeds of trust; providedtrust and land leases shall be superior to all rights hereby or hereunder vested in Tenant, howeverto the full extent of all sums secured thereby. This provision shall be self-operative and no further instrument of subordination shall be necessary to effectuate such subordination, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under and the recording of any such mortgage or deed of trust (shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording. To confirm such subordination, Tenant shall upon request of Landlord or the holder of any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust execute and deliver to Landlord and any such holder within ten (10) days after any such request, any reasonable instrument that Landlord or subject such holder may reasonably request, including, but not limited to a subordination and attornment agreement wherein Tenant specifically agrees that its interest in the Premises is subordinate and inferior to such ground lease, master lease, mortgage or deed of trust but superior and that Tenant will attorn to the holder of such mortgage or deed of trust or any purchaser of the Building at a foreclosure sale in the event the mortgage or deed of trust is foreclosed, provided that such instrument provides that Tenant’s possession of the Premises shall not be disturbed so long as no Event of Default exists. On the Effective Date, the Bank of America is the holder of a mortgage encumbering the Premises, Land and Building (the “BOA Mortgage”). Landlord shall use commercially reasonable efforts post Lease execution to have Bank of America enter into a subordination, non-disturbance and attornment agreement (an “SNDA”) with Tenant on the Bank of America’s customary form. With respect to any junior mortgage and all mortgages, or junior deed deeds of trusttrust that may be placed upon the Premises, Land and Building which shall be subordinate to the BOA Mortgage, including any amendment, extension or other modification thereof (a “Subsequent Interest”), Landlord shall use commercially reasonable efforts to have the holder(s) of all Subsequent Interests enter into a subordination, non-disturbance and attornment agreement (an “SNDA”) with Tenant in such holders(s) customary form. Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the For purposes of this Section 17.01. Such instruments may contain13, among other things, provisions to “commercially reasonable efforts” shall mean that Landlord shall request that the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”holder(s) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under Subsequent Interest enter into and SNDA with Tenant in such holders(s) customary form, without any obligation on Landlord to obtain such SNDA, or commence any actions or legal proceeding to compel the Lease unless the same shall have actually been deposited with such Successor Landlord; (ivholder(s) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity Subsequent Interest to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest enter into and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsSNDA with Tenant.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be Lease is subject and subordinate to the interest of (i) all present each and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalsevery mortgage, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust and/or ground lease which may now or hereafter affect the Demised Premises (any such lessor, mortgagee or beneficiary is hereinafter collectively referred to as a “Mortgagee”"Mortgage") and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made under a Mortgage. This clause shall have be self-operative, and no further instrument of subordination shall be required to make the right interest of any holder of a Mortgage superior to electthe interest of Tenant hereunder. Tenant covenants and agrees that, except as expressly provided, Tenant shall not do anything that would constitute a default under any Mortgage, or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Mortgage. If Tenant's interest in this Lease is subordinate to any Mortgage, Landlord agrees, following delivery to Landlord of any required subordination agreement executed and acknowledged by written notice given to Tenant, to have this Lease made superior in whole use its best efforts to secure from such Mortgagee, trustee or in part ground landlord (collectively referred to any such ground leaseas a mortgagee), master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, an agreement with Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that so long as Tenant will not be in default under this Lease, Tenant's occupancy of the Demised Premises will not be disturbed. Any such Mortgagee (hereafternon-disturbance agreement shall be in the form customarily used by such mortgagee. If at any time prior to the expiration of the Lease Term hereof, the Demised Premises are sold or a mortgagee receives possession or control of the Landlord's interest hereunder, then Tenant agrees, at the election and upon demand of Landlord, or any such owner or mortgagee in possession, to attorn, from time to time, to any such owner, Landlord or mortgagee, upon the then executory terms and conditions of this Lease, for the purposes remainder of the term originally demised in this Lease, provided that such owner, Landlord or mortgagee, as the case may be, or receiver caused to be appointed by any of the foregoing, shall then be entitled to possession of the Demised Premises. The provisions of this Section 17.01, a “Successor Landlord”) subsection shall (i) not be liable for any act or omission inure to the benefit of Landlord or its predecessorsa mortgagee, if anyand shall be self-operative upon any such demand, prior and no further instrument shall be required to the date give effect to said provisions. Tenant, however, upon demand of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or a mortgagee, agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of this subsection, reasonably satisfactory to Landlord or mortgagee, acknowledging such attornment and setting forth the terms and conditions of its predecessorstenancy. Tenant hereby irrevocably constitutes and appoints Landlord, if any, prior as Tenant's attorney-in-fact to the date execute any such certificates for and on behalf of such Successor Landlord’s succession Tenant. Nothing contained in this subsection shall be construed to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having impair any right otherwise exercisable by Landlord or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsmortgagee.

Subordination. This LeaseTenant agrees that this lease shall be unconditionally subject and subordinate to any mortgage, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be unconditionally subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the rights Project. In the event that, subsequent to the execution of Tenant hereunderthis lease, are and a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant’s rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the interest case of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such a ground lease or master underlying lease, Tenant’s rights shall not be affected by any termination of such lease or for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any mortgagee or beneficiary under any and all instruments desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage or mortgage, deed of trust (any such lessortrust, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to electlike encumbrance, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master or underlying lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect provided that such Mortgagee (hereafter, for written instrument contains the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsdisturbance language provided for herein.

Subordination. (a) This Lease, and the rights of Tenant hereunderat Lessor's option, are and shall be subject and subordinate to the interest any ground lease, mortgage, deed of (i) all present and future ground leases and master leases of all trust, or any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part of the Building; (ii) present and future mortgages to any and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; on the security thereof and (iv) to all renewals, modifications, consolidations, replacements and extensions of any thereof. Notwithstanding such ground leasessubordination, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the Lessee's right to electquiet possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, by written notice given unless this Lease is otherwise terminated pursuant to Tenantits terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease made superior in whole prior to the lien of its mortgage, deed of trust or in part to any such ground lease, master leaseand shall give written notice thereof to Lessee, mortgage or this Lease shall be deemed prior to such mortgage, deed of trust (or subject and subordinate to such ground lease, master lease, mortgage whether this Lease is dated prior or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior subsequent to the date of such Successor Landlord’s succession said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to Landlord’s interest under execute any documents required to effectuate an attornment, a subordination or to make this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, Lease prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return lien of any security deposit under mortgage, deed of trust or ground lease, as the Lease unless the same case may be. Lessee's failure to execute such documents within 10 days after written demand shall have actually been deposited 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 such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsparagraph 30(b).

Subordination. This Lease, and the rights of Tenant hereunder, are and agrees that this Lease shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all any first mortgage or any part of the Building; (ii) present and future mortgages and deeds deed of trust encumbering now existing or hereafter placed upon the Premises or the Building created by or at the instance of Landlord and to any and all or any part of the Building; (iii) all past advances to be made thereunder and future advances made under any such mortgages or deeds of trust; to interest thereon and (iv) all renewals, modificationsreplacements, replacements and or extensions thereof (“Landlord’s Mortgage”). Upon demand by Landlord or the holder of any Landlord’s Mortgage (“Holder”), Tenant shall execute and deliver subordination and attornment agreements in form and substance satisfactory to such ground leasesHolder. Tenant shall not be obligated to execute any agreement in favor of Holder to confirm the subordination of this Lease unless such agreement contains non-disturbance provisions reasonably acceptable to Tenant. Notwithstanding the foregoing, master leasesupon demand of such Holder, mortgages and deeds of trustsuch Landlord’s Mortgage shall be subordinate to this Lease; provided, however, that any lessor under any in such ground lease or master lease or any mortgagee or beneficiary under any event, notwithstanding such mortgage or deed of trust (any subordination, such lessor, mortgagee or beneficiary is hereinafter referred Landlord’s Mortgage shall be superior to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part with respect to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable the right, claim and lien of the Landlord’s Mortgage in, to and upon any award or other compensation for any act taking by eminent domain of any part of the Premises or omission the Building and the right of Landlord disposition thereof in accordance with the provisions of the Landlord’s Mortgage; and upon any proceeds payable under any policies of fire and rental insurance upon the Premises or its predecessors, if any, prior the Building and to the date right of such Successor disposition thereof in accordance with the terms of the Landlord’s succession to Landlord’s interest under this LeaseMortgage; (ii) not be subject to any offsets lien, right or defenses judgment which Tenant might may have been able to assert against Landlord or its predecessors, if any, prior to arisen at any time under the date terms of such Successor Landlord’s succession to Landlord’s interest under this the Lease; and (iii) not such other matters as may be liable for specifically reserved by the return Holder of any security deposit under the Lease unless the same shall have actually been deposited such Landlord’s Mortgage in writing in connection with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementssubordination.

Subordination. This Lxxxxxxx has heretofore and may hereafter from time to time execute and deliver mortgages or trust deeds in the nature of a mortgage, both referred to herein as mortgages’ against the Land and Building, or any interest therein. If requested by the mortgagee or trustee under any mortgage, Tenant will either (a) subordinate its interest in this Lease to said mortgages, and to any and all advances made thereunder and to the interest thereon, and to all renewals, replacements, modifications and extensions thereof, or (b) make Tenant’s interest in this Lease inferior thereto; and Tenant will promptly execute and deliver such agreement or agreements as may be reasonably required by such mortgagee or trustee under any mortgage, provided however that any such subordination shall provide that so long as Tenant is not in default hereunder, its tenancy and rights of quiet enjoyment shall not be disturbed. It is further agreed that (a) if any mortgage shall be foreclosed (i) the liability of the mortgagee or trustee thereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such trustee, mortgagee, purchaser or owner is the owner of the Building and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the mortgagee or trustee, Tenant will attorn as Tenant under this Lease, to the purchaser at any foreclosure sale under any mortgage, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; and (b) this Lease may not be modified or amended so as to reduce the rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of Tenant hereunderthe Landlord, are and nor shall this Lease be subject and subordinate to canceled or surrendered without the interest of (i) all present and future ground leases and master leases of all or any part prior written consent, in each instance of the Building; mortgagee or trustee under any Mortgage. It is understood that Txxxxx’s tenancy and rights of quiet enjoyment shall not be disturbed so long as Tenant is not in default under this Lease. Lxxxxxxx is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute all such subordination instruments in the event Tenant fails to execute said instruments within five (ii5) present days after notice from Landlord demanding the execution thereof. Said notice may be given in the manner hereinafter provided for giving notice. Txxxxx agrees to give any mortgagees and/or trust deed holders, by certified or registered mail, a copy of any notice of default served upon the Landlord by Txxxxx provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and future mortgages and deeds of trust encumbering all leases, or any part otherwise) of the Building; address of such mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, the mortgagees and/or trust deed holders shall have an additional thirty (iii30) all past and future advances made under any days after receipt of notice thereof within which to cure such mortgages default or deeds of trust; and (iv) all renewalsif such default cannot be cured within that time, modificationsthen such additional time as may be necessary. Until the time allowed as aforesaid for mortgagee and/or trust deed holder to cure such defaults has expired without cure, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) Tenant shall not have the right to elect, by written notice given to Tenant, to have and shall not terminate this Lease made superior in whole or in part on account of default. No mortgagee and no person acquiring title to the demised Premises by reason of foreclosure of any such ground lease, master lease, mortgage or deed by conveyance in lieu of trust (foreclosure shall have any obligation or subject and subordinate liability to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return on account of any security deposit under the Lease unless the same such mortgagee or title holder shall have actually been deposited with receive such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest security deposit in the Premises and improvementscash.

Subordination. This Lease, and the rights of Tenant hereunder, are and Lease shall be subject and subordinate to any existing Mortgages on the interest of (i) Premises or the Property and to any and all present advances made or to be made thereunder and future ground leases to any extensions and/or renewals and/or modifications thereof-, and master leases of all or any part the Tenant shall from time to time, upon request of the Building; (ii) present Landlord, confirm the foregoing and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver instruments confirming same. In addition, and without limiting the foregoing, the Tenant shall from time to time, upon request of the Landlord, also subordinate this Lease to any future Mortgages hereafter placed upon the Premises or the Property, and to any and all advances made or to be made thereunder and to any extensions, renewals, modifications and/or replacements thereof (and to any replacements of any existing Mortgages), and Tenant shall from time to time, upon request of the Landlord, execute and acknowledge instruments reasonably requested evidencing such subordination pursuant to this sentence, provided that in such instrument of subordination the Mortgagee agrees that so long as the Tenant shall not be in default under this Lease, the Mortgagee will not disturb the peaceful, quiet enjoyment of the Premises by the Tenant. The Tenant hereby irrevocably appoints the Landlord its attorney-in-fact (which appointment is coupled with an interest) to execute and deliver any such instrument of subordination for and on behalf of the Tenant. If this Lease is so subordinated, no entry under any such Mortgage or sale for the purpose of foreclosing the same or repossession or other action pursuant to such Mortgage shall be regarded as an eviction of the Tenant, constructive or otherwise, or give the Tenant any right to terminate this Lease. Upon request of Landlord, any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may containor any new owner or possessor, among other things, provisions Tenant shall attorn to the effect that such Mortgagee (hereafteror new owner or possessor, for the purposes and shall agree in writing with any of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior said parties to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsso attorn.

Subordination. This LeaseLandlord represents and warrants to Tenant that, and as of the rights date hereof, there is no mortgage or deed of Tenant hereundertrust or ground lease encumbering Landlord's interest in the Building or Project. Subject to the terms of this Article 18, are and shall be this Lease is subject and subordinate to the interest of (i) all present and future ground leases and master or underlying leases of all the Building or Project and to the lien of any future mortgages or trust deeds in force against the Building or Project or any part of the Building; thereof (ii) present "Superior Interest"), if any, and future mortgages to all renewals, extensions, modifications, consolidations and deeds of trust encumbering replacements thereof, and to all or any part of the Building; (iii) all past and future advances made under any or hereafter to be made upon the security of such mortgages or deeds trust deeds, unless the holders of trust; and (iv) all renewalssuch mortgages or trust deeds, modifications, replacements and extensions of any or the lessors under such ground lease or underlying leases, master leasesrequire in writing that this Lease be superior thereto. Notwithstanding the foregoing, mortgages Landlord's delivery to Tenant of a subordination, non-disturbance and deeds attornment agreement in favor of trustTenant from any holder of a Superior Interest who later comes into existence at any time after the date hereof and prior to the expiration of the Lease Term on such future lender's standard form of 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 a subordination, non-disturbance and attornment agreement to Tenant be construed as a default by Landlord under this Lease. Landlord shall request that the holder of any Superior Interest created after the date of this Lease 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 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 any this Lease, provided such lienholder or purchaser or ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred lessor shall agree to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have accept this Lease made superior in whole 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 in part 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 lease, master lease, mortgage leases or deed of trust (underlying leases consistent with this Section 18.1. If Tenant fails or subject and subordinate refuses to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge acknowledge, and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may containdocument within five (5) days after written demand, among other thingsLandlord, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) successors and assigns will be entitled to receive notice execute, acknowledge, and deliver any such document on behalf of Tenant as Tenant's attorney-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 Landlord default under this Lease plus a reasonable opportunity current or future statute, rule or law which may give or purport to cure such default prior to give Tenant having any right or ability election to terminate or otherwise adversely affect this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than and the current month to Landlord; (vi) not be bound by any amendment or modification obligations of the Lease or any cancellation or surrender of Tenant hereunder in the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations event of any Successor Landlord under its respective lease foreclosure proceeding or sale. This Section 18.1 shall be nonself-recourse as operative and no further instrument of subordination shall be required in order to any assets of such Successor Landlord other than its interest in the Premises and improvementseffect it.

Subordination. (a) This Lease, and the rights of Tenant hereunderat Lessor's option, are and shall be subject and subordinate to the interest any ground lease, mortgage, deed of (i) all present and future ground leases and master leases of all trust, or any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part of the Building; (ii) present and future mortgages to any and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; on the security thereof and (iv) to all renewals, modifications, consolidations, replacements and extensions of any thereof. Notwithstanding such ground leases, master leases, mortgages and deeds of trustsubordination; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the Lessee's right to electquiet possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, by written notice given unless this Lease is otherwise terminated pursuant to Tenantits terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease made superior in whole prior to the lien of its mortgage, deed of trust or in part to any such ground lease, master leaseand shall give written notice thereof to Lessee, mortgage or this Lease shall be deemed prior to such mortgage, deed of trust (trust, or subject and subordinate to such ground lease, master lease, mortgage whether this Lease is dated prior or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior subsequent to the date of such Successor Landlord’s succession said mortgage, deed, trustee or ground lease or the date of recording thereof. (b) Lessee agrees to Landlord’s interest under execute any documents required to effectuate an attainment, a subordination or to make this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, Lease prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return lien of any security deposit under mortgage, deed of trust or ground lease, as the Lease unless the same case may be. Lessee's failure to execute such documents within 10 days after written demand shall have actually been deposited 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 such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premisesparagraph 30(b). Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements31.

Subordination. This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, unless requested by Landlord or its mortgagee, and at the rights election of Tenant hereunderLandlord or any mortgagee with a lien on the Building or any ground lessor with respect to the Building, are and this Lease shall be subject and subordinate to the interest of at all times to: (ia) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, and master leases (b) the lien of all any mortgage or deed of trust which may now exist or hereafter be executed in any part of amount for which the Building; (ii) present and future mortgages and deeds , land, ground leases or underlying leases, or Landlord’s interest or estate in any of trust encumbering all said items is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of cause to be subordinated any such ground leases, master leases, mortgages and deeds of trust; provided, however, leases or underlying leases or any such liens to this Lease. In the event that any lessor under ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the ground lessor, mortgagee or beneficiary, as applicable, attorn to and become the Tenant of the successor in interest to Landlord and, in such event, Tenant’s right to possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the terms hereof and observe and perform all of the provisions of this Lease, unless the Lease is otherwise terminated pursuant to its terms. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground lease leases or master lease underlying leases or any mortgagee or beneficiary under the lien of any such mortgage or deed of trust (any trust, and Tenant hereby appoints Landlord as its attorney- in-fact for purposes of execution, acknowledgement and delivery of such lessor, mortgagee documents for Tenant and on its behalf should Tenant fail or beneficiary is hereinafter referred refuse to as a “Mortgagee”) shall have the right provide same in accordance with its obligations hereunder. Should Tenant fail to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by such documents within thirty (30) days of receipt, Tenant shall be in default, and Landlord or any such Mortgagee to effect the purposes of may, at Landlord’s option, terminate this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date Lease provided written notice of such Successor Landlord’s succession termination is received by Tenant prior to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date receipt of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for documents. Without limiting the return of any security deposit under the Lease unless the same foregoing, Landlord shall have actually been deposited with such Successor Landlord; (iv) also be entitled to receive notice impose a penalty on Tenant for Tenant’s delay in providing such documents not to exceed One Hundred Dollars ($100.00) per day for each day of any Landlord default such delay after expiration of the aforementioned 10-business day period and such per diem penalty shall be deemed a part of Tenant’s rent under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as payable to any assets Landlord with Tenant’s next due installment of such Successor Landlord other than its interest in the Premises and improvementsrent hereunder.

Subordination. This Lease15.1 Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and the rights of Tenant hereunder, are and this Lease shall be subject and subordinate at all times to any ground or underlying leases and to the interest lien of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewalstrust now or hereafter placed on, modificationsagainst or affecting the Property, replacements and extensions of Landlord’s interest or estate in the Property, or any such ground leases, master leases, mortgages and deeds of trustor underlying lease; provided, however, that any lessor under if the lessor, mortgagee, trustee, or holder of any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master underlying lease, mortgage or deed of trust (or subject and subordinate each, a "Lender") elects to such ground lease, master lease, mortgage or deed of trust but have Tenant’s interest in this Lease be superior to any junior mortgage such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or junior deed of trust)after said instrument. Upon demandNotwithstanding the foregoing, Tenant shall execute, acknowledge covenants and agrees to execute and deliver any within ten (10) business days after Landlord’s request such further instruments reasonably requested by Landlord evidencing such subordination or any such Mortgagee to effect the purposes superiority of this Section 17.01. Such Lease as may be required by Landlord, so long as such instruments may contain, among other things, provisions include reference to the effect fact that such Mortgagee (hereafter, for the purposes of Tenant’s rights under this Section 17.01, a “Successor Landlord”) Lease shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date disturbed on account of such Successor Landlord’s succession to Landlord’s interest subordination so long as Tenant has not committed a default under this Lease; . Tenant’s failure to sign and return any such documents following an additional five (ii5) business day cure period after notice shall constitute an immediate Event of Default (as defined in Article 18). Notwithstanding the foregoing, Tenant's right to quiet possession of the Premises shall not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date disturbed on account of such Successor Landlord’s succession to Landlord’s interest subordination so long as Tenant is not in default, pays all rent and otherwise observes and performs all of its obligations under this Lease; (iii) not be liable for the return of any security deposit under the Lease , unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity is otherwise terminated pursuant to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsterms.

Subordination. This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and the rights of Tenant hereunder, are and this Lease shall be subject and subordinate to the interest of at all times to: (i) all present and future ground leases and master or underlying leases of which may now exist or hereafter be executed affecting all or any part portion of the Building; Project, (ii) present the Encumbrances currently in effect or, provided Tenant has reasonably approved same in writing, that Landlord may enter into in the future, and future mortgages and deeds (iii) the lien of any mortgage or deed of trust encumbering which may now exist or hereafter be executed in any amount for which all or any part portion of the Building; Project, ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security (iii) all past any of the foregoing, a “Mortgage”, and future advances made the beneficiary or mortgagee under any such mortgages or deeds of trust; and (iv) all renewalsthe foregoing, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trusta “Mortgagee”); provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) Landlord shall have the right to electsubordinate or cause to be subordinated any such ground leases or underlying leases or any such Mortgages to this Lease at Landlord’s option. Notwithstanding the foregoing, this Lease shall not be subject or subordinate to any ground or underlying lease or to any Mortgage first encumbering the Project after execution of this Lease, unless the ground lessor or Mortgagee executes a reasonable recognition and non-disturbance agreement (a “Non-Disturbance Agreement”) that provides that neither this Lease, nor Tenant’s rights nor Tenant’s possession of the Premises on the terms and conditions of this Lease will be disturbed during the Term so long as Tenant is not in Default under any of the terms, covenants, conditions or agreements of this Lease. In the event that any ground lease or underlying lease terminates for any reason or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord. Tenant covenants and agrees to execute and deliver within ten (10) business days following demand by written notice given Landlord and in the form requested by Landlord and reasonably acceptable to Tenant, to have a Non-Disturbance Agreement and/or any customary additional documents evidencing the priority or subordination of this Lease made superior in whole or in part with respect to any such ground lease, master lease, mortgage leases or deed underlying leases or the lien of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgage, which documents may, at any ground lessor’s or Mortgagee’s request, provide, without limitation, that the ground lessor, Mortgagee to effect the purposes and/or any person acquiring title by reason of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes a foreclosure sale or an exercise of this Section 17.01, a “Successor Landlord”) power of sale or by deed expressly in lieu of foreclosure shall not: (i) not be liable have any liability for any act act, omission, default or omission of breach by Landlord or its predecessors, if any, under this Lease occurring prior to the date time of such Successor Landlordacquisition by such Mortgagee or person except to the extent that any such act, omission, breach or default continues following such entity’s succession to Landlord’s interest under this Leaseacquisition of title and is capable of cure by such entity; (ii) not be subject to any offsets claim or defenses offset which Tenant might may have been able to assert had against Landlord or its predecessors, if any, which arose prior to the date of such Successor Landlord’s succession to Landlord’s interest under foreclosure, trustee sale or deed-in-lieu, other than those offsets which may be expressly set forth in this Lease; (iii) not be liable bound by any payment of Rent or any part thereof more than one month in advance (other than overpayment due to the estimates of Additional Charges for Expenses and Taxes being in excess of the actual Additional Charges for Expenses and Taxes); (iv) be bound by any material amendment or material modification to this Lease made after Tenant enters into any such subordination and non-disturbance agreement with such Mortgagee and without the written consent of such Mortgagee; (v) be obligated for the return of any security deposit under or other thing of value now or hereafter given to Landlord to secure the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice performance by Tenant of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.its

Subordination. This LeaseLease shall be subordinate to any present or future ground lease or mortgage (each a “Superior Interest”) respecting the Project, and the rights of Tenant hereunder, are and shall be subject and subordinate any amendments to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease mortgage, at the election of the ground lessor or any mortgagee or beneficiary under any such mortgage or deed of trust as the case may be (any such lessor, mortgagee or beneficiary is hereinafter referred to as each a “MortgageeHolder”), effected by notice to Tenant in the manner provided in this Lease. The subordination shall be effective upon such notice, but at the request of Landlord or such Holder, Tenant shall within ten (10) days after the request, execute and deliver to the requesting party any reasonable documents provided to evidence the subordination. Any mortgagee has the right, at its sole option, to subordinate its mortgage to the terms of this Lease, without notice to, nor the consent of, Tenant. With respect to any Superior Interest to which this Lease shall have hereafter become subordinate, Landlord shall use commercially reasonable efforts to obtain from the right Holder of such Superior Interest, for the benefit of Tenant, a non-disturbance agreement, in the customary form of such Holder, providing generally that as long as Tenant is not in default under this Lease, this Lease will not be terminated if such Holder acquires title to electthe Building or Project by reason of foreclosure proceedings, by written notice given acceptance of a deed in lieu of foreclosure, or termination of the leasehold interest of Landlord, provided that Tenant attorns to such Holder in accordance with its requirements. Except for making such commercially reasonable efforts, Landlord will be under no duty or obligation hereunder with respect to any Superior Interest, nor will the failure or refusal of the Holder of any Superior Interest to grant a non-disturbance agreement render Landlord liable to Tenant, to have or affect this Lease made superior Lease, in whole or in part to any such ground lease, master lease, mortgage or deed manner. Tenant will bear all costs and expenses (including attorneys’ fees) of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date Holder of such Successor Superior Interest in connection with Landlord’s succession reasonable efforts to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus obtain a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementsdisturbance agreement.

Subordination. This 31.01. Subject to the following requirements, at the election of Landlord or any mortgagee with a lien on the Project or any ground lessor with respect to the Project, this Lease will be subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Project, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Project, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Such subordination shall not materially and adversely affect Tenant's rights and obligations under this Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interest execution by such mortgagee, beneficiary, or ground lessor of (i) all present and future a nondisturbance agreement reasonable conforming with the terms of this Section 31.01. In the event that any ground leases and master leases of all lease or underlying lease terminates for any reason or any part mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant will, notwithstanding any subordination, attorn to and become the Tenant of the Building; successor in interest to Landlord, at the option of such successor in interest. Tenant covenants and agrees to execute and deliver to Landlord within ten (ii) present and future mortgages and deeds 10 business days, any document or instrument reasonably requested by Landlord or its ground lessor, mortgagee or beneficiary under a deed of trust encumbering all or any part evidencing the subordination of the Building; (iii) all past and future advances made under this Lease pursuant to this Section 31.01 with respect to any such mortgages ground lease or deeds of trust; and (iv) all renewals, modifications, replacements and extensions underlying leases or the lien of any such ground leases, master leases, mortgages and deeds mortgage or deed of trust. Tenant's failure to deliver such document or instrument within such time shall constitute an event of default under this Lease. Landlord agrees to exercise commercially reasonable efforts to obtain a nondisturbance and attornment agreement with respect to the current holder of the deed of trust on the Project within a reasonable period of time after the execution of this Lease; provided, however, that any lessor under any failure of Landlord to obtain such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as non-disturbance and attornment agreement shall not constitute a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested default by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementshereunder.

Subordination. This Lease, and the rights of Tenant hereunder, are and shall be Lease is expressly made subject and subordinate to the interest any mortgage, deed of (i) all present and future trust, ground leases and master leases of all lease, underlying lease or like encumbrance affecting any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all Property or any part interest of the Building; Landlord therein which is now existing or hereafter executed or recorded (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust"ENCUMBRANCE"); provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed subordination shall only be effective, as to future Encumbrances, if the holder of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have Encumbrance agrees that this Lease made superior shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus (a "Non-Disturbance Agreement"). Landlord shall undertake commercially reasonable opportunity efforts to cure obtain a Non-Disturbance Agreement from any Mortgagee existing as of the Commencement Date, but obtaining such default prior Non-Disturbance Agreement shall not be a condition precedent to Tenant having any right or ability to terminate the effectiveness of this Lease or to the performance of Tenant's obligations herein. The Non-Disturbance Agreement to be utilized upon any refinancing by Landlord and signed by Tenant shall be substantially identical to the form attached hereto as Exhibit F. Provided the conditions of the preceding sentences are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) 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 non-disturbance agreement of the holder of any such Encumbrance, so long as such documents neither materially diminish Tenant's rights or materially increase Tenant's liabilities or burdens under this Lease. 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 result of such Landlord default; (v) not be bound by any rent or additional rent which direct lease between the Purchaser and Tenant might have paid for more than on the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest terms and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest conditions set forth in the Premises and improvementsthis Lease.

Subordination. This Lease, Lease is and the rights of Tenant hereunder, are and at all times shall be subject and subordinate to the interest of (i) all present and future mortgages or ground leases which may affect the Building and/or the land on which the Building is located, and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) to all renewals, modifications, replacements consolidations, replacements, and extensions of any such ground leasesmortgage(s), master leasesand to all increases and voluntary and involuntary advances made thereunder. The foregoing provision shall be self-operative and no further instrument of subordination shall be required. Notwithstanding the self-operative nature of this Section, mortgages Tenant shall execute all documentation that may be requested from Tenant in order to evidence such subordination. Furthermore, and deeds notwithstanding the self-operative nature of trust; providedthis Section, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall also have the right to elect, by written notice given subordinate the lien of any present or future mortgage to Tenant, to have this Lease made superior in whole or in part to by filing a notice of subordination with the Clerk of Court of Miami-Dade County, Florida at any time before such ground lease, master lease, mortgage or deed of trust (or subject and subordinate lender conducts a foreclosure sale pursuant to such ground leasemortgage. Landlord shall obtain from such mortgagee a non-disturbance agreement on such mortgagee's standard form of subordination, master leasenon-disturbance and attornment agreement or such other form as required by lender. With respect to the current mortgagee, mortgage or deed of trust but superior Landlord shall obtain such agreement on the form attached hereto as Rider #2. Tenant shall be authorized to any junior mortgage or junior deed of trust)pay Base Rent and Overhead Rent to the following defined Lender upon notice from such Lender. Upon demandFurthermore, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee be required to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return send copies of any security deposit under the Lease unless the same default notices to such Lender, and Lender shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus given a reasonable opportunity to cure any such default prior before Tenant exercised any termination right under this Lease, it being understood, however, that this Lease grants to Tenant having any no such termination right or ability to terminate "Lender" for this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than purpose is LEHMAN BROTHERS BANK, FSB, its successors and/or assigns at the current month to Landlord; (vi) not be bound by any amendment or modification of addrexx xxx forth in the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required Subordination, Nondisturbance and Attornment Agreement to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound issued by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest Lender in the Premises and improvementsconnection with this Lease.

Subordination. This Lease, Lease and the Tenant’s interest and rights of Tenant hereunder, hereunder are and shall be subject and subordinate at all times to the interest lien of (i) any mortgage, now existing or hereafter created on or against the Premises, and all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all amendments, restatements, renewals, modifications, replacements consolidations, refinancing, assignments and extensions thereof, without the necessity of any such ground leases, master leases, mortgages and deeds further instrument or act on the part of trustTenant; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under the subordination of this Lease to any such mortgage or deed shall be conditioned upon the holder of trust such mortgage providing to Tenant a Nondisturbance Agreement (as hereinafter defined), in form and substance reasonably satisfactory to Tenant. Tenant agrees, at the election of the holder of any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenantmortgage, to have this Lease made superior in whole or in part attorn to any such ground leaseholder. Tenant agrees upon demand to execute, master leaseacknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such holder; provided, however, Tenant’s obligation to subordinate shall be conditioned on its receipt of an agreement from the holder of such mortgage or deed in which such holder agrees that: (i) so long as Tenant shall not be in default beyond the expiration of trust all applicable notice and cure periods in the payment of Base Rent and the performance and observance of all material covenants, conditions, provisions, terms and agreements to be performed and observed by Tenant under this Lease, that such holder (or subject its successor) shall not interfere with, hinder or molest Tenant’s right to quiet enjoyment and subordinate all other rights of Tenant under this Lease, nor the right of Tenant to continue to occupy the Premises, and all portions thereof, and to conduct its business thereon in accordance with the covenants, conditions, provisions, terms and agreements of this Lease, and (ii) such ground leasesubordination agreement or other instrument, master leaserelease or document shall provide that insurance and condemnation proceeds shall be applied in the manner set forth in the Lease (collectively, mortgage or deed of trust but superior to any junior mortgage or junior deed of trusta “Nondisturbance Agreement”). Upon demandThe lien of any such mortgage shall not cover Tenant’s Trade Fixtures or other personal property located in or on the Premises. If Tenant fails to deliver such instruments referred to in this Paragraph 25 within 10 days after Tenant’s receipt of Landlord’s demand therefor, Tenant shall hereby appoints Landlord attorney in fact for Tenant irrevocably (such power of attorney being coupled with an interest) to execute, acknowledge and deliver any such instrument and instruments reasonably requested by Landlord or for and in the name of the Tenant and to cause any such Mortgagee instrument to effect be recorded. Notwithstanding the purposes foregoing, any such holder may at any time subordinate its mortgage to this Lease, without notice or Tenant’s consent, 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 Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of Lease as though this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, Lease had been executed prior to the date execution, delivery and recording of such Successor Landlord’s succession mortgage and had been assigned to Landlord’s interest under such holder. The term “mortgage” whenever used in this Lease; (ii) not Lease shall be subject deemed to include deeds of trust, security assignments and any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessorsother encumbrances, if any, prior any reference to the date “holder” of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease mortgage shall be non-recourse as deemed to any assets include the beneficiary under a deed of such Successor Landlord other than its interest in the Premises and improvementstrust.

Subordination. This Lease, Xxxxxx agrees that this lease and the rights of Tenant hereunder, are and shall be subject and Tenants interest in this lease is subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds mortgage, deed of trust or other method of financing or refinancing now or hereafter encumbering all or any part the leased premises, the land underlying the leased premises and/or the building of which the Building; (iii) all past and future advances made under any such mortgages or deeds of trustleased premises comprise a part; and (iv) lo all renewals, modifications, replacements replacements, consolidations and extensions thereof. The Subordination of this lease and Xxxxxx's interest herein as aforesaid (The Subordination) is effective and self-operative without !he execution of any such ground leases, master leases, mortgages and deeds further instrument on the part of trusteither party hereto; provided, however, that any lessor under Tenant may, upon its written request and notification of Landlord, commencement within thirty (30) days from the effective commencement date of this lease and not otherwise, condition the subordination by requiring the delivery to Tenant of a "Non-Disturbance Letter" from the holder of any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or mortgage, deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions security instrument to the effect that in the event of a foreclosure or other action taken under such Mortgagee (hereaftersecurity instrument, that this lease and the rights of Tenant hereunder shall not be disturbed, diminished, or interfered with, but shall continue in full force and effect so long as Tenant shall not be in default hereunder. In such event, The Subordination shall be effective upon delivery to Tenant of the "Non Disturbance Letter". In any event, if any such mortgage, deed of trust, or other security instrument encumbering the leased premises is foreclosed for any reason, and the holder of such mortgage, deed of trust or other security instrument succeeds to the interest of Landlord under this lease, Tenant shall be bound to such mortgage, deed of trust or security holders under all the terms of this lease for the purposes balance of the term thereof remaining, with the same force and effect as if said mortgagee were the Landlord under this Section 17.01lease; an Tenant hereby attorns to the mortgagee as its Landlord, a “Successor Landlord”) shall (i) not such attornment to be liable for effective and self-operative, without the execution of any act or omission further instrument on the part of either of the parties hereto, immediately upon the mortgagee succeeding to the interest of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvementslease.