Common use of Subordination Clause in Contracts

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord's that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s 's possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At Landlord represents and warrants to Tenant that as of the option of Landlord Commencement Date, there is no ground lease or any of its mortgagees/other superior lease presently encumbering the Leased Premised, and no mortgage or deed of trust beneficiarieslien presently encumbering the Leased Premises. Landlord will provide to Tenant, within thirty (30) days following the recording of a mortgage or deed of trust encumbering a Property (the holder thereof, or of a ground lease or other superior lease to which this Lease may hereafter be subject, being hereafter referred to as an “Interest Holder”), a non-disturbance agreement in the form attached hereto as Exhibit D or such other form as shall be either superior reasonably satisfactory to Tenant and such Interest Holder, and such form in any event shall specifically include provisions that, in the case of a deed of trust or subordinate to all ground mortgage, in the event of any foreclosure or underlying leases, mortgages and deeds other enforcement under the mortgage or deed of trust, either by judicial proceeding or by power of sale, or if anyconveyance or transfer of the Property shall be made in lieu of foreclosure, which may hereafter affect or in the Buildingcase of a lease, in the event of any termination of the lease for any reason (whether or not because of exercise by lessor of any right or remedy) or any enforcement of remedies by the lessor thereof (any such foreclosure or conveyance in lieu of foreclosure, and any such lease termination or enforcement of lease remedies, being herein referred to all renewalsas “Enforcement”), modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, then this Lease shall not be terminated as a result of such Enforcement, whether by operation of law or Tenant’s quiet enjoyment of otherwise, but rather, notwithstanding such Enforcement, and the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which fact that this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn is subordinate to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering mortgage or lease (as the Buildingcase may be), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease shall continue in full force and effect as a binding lease agreement between Owner and Tenant in accordance with its provisions, and the rights of Tenant under this Lease shall not be interfered with nor disturbed by any party owning the Property or any interest therein as a result of Enforcement, or such party’s successors and assigns (any such owner, and its successors and assigns, being herein called “Owner”). However, nothing herein shall negate the right of Owner to exercise the rights and remedies of Landlord under this Lease, including the right to terminate this Lease as provided herein in the event of a default by Tenant under this Lease, and as to any default by Tenant under this Lease existing at the time of Enforcement, such Enforcement shall not operate to waive or ▇▇▇▇▇ any action initiated by Landlord under this Lease to terminate the same on account of such default. Tenant agrees to subordinate its interest under this Lease to any ground lease, mortgage or underlying deed of trust lien hereafter placed on the Property; provided that as a condition to such subordination, the party to whose interest Tenant subordinates its interest hereunder shall execute and deliver to Tenant a subordination, non-disturbance and attornment agreement in the form attached as Exhibit D, or in another form otherwise meeting the requirements of this Section. Unless and until a subordination, non-disturbance and attornment agreement is entered into between Tenant and the applicable party, the holder of any ground or land lease that may now affect any of the Land or to the lien holder of any mortgage or deed of trust; provided, however, trust that any such beneficiary may, by written notice to Tenant given may now encumber the Property may elect at any time, time to cause their interests in the Land or the Property to be subordinate and junior to Tenant’s interest under this Lease by filing an instrument in the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance real property records of the calendar month county in which the transfer Building is located effecting such election and providing Tenant with notice of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch election.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or subject and subordinate to all ground or underlying leasesany mortgage, mortgages and deeds deed of trust, if anydeed to secure deed, which may security interested granted by Landlord, or similar encumbrance (a “Mortgage”) presently existing or hereafter affect arising upon any of the BuildingProperty and to any renewal, extension or refinancing thereof, and the Tenant agrees that any holder of such Mortgage shall have the right at any time to all renewals, modifications, consolidations, replacements subordinate such Mortgage to this Lease on such terms and extensions thereofsubject to such conditions as the holder of such Mortgage may deem appropriate in its discretion. The provisions of the foregoing sentence shall be self-operative and no further instrument of subordination shall be required; provided, however the Tenant agrees within twenty (20) days after demand to execute and deliver any instrument subordinating this Lease or attorning to the holder of any such Mortgage as the Landlord may request. As a condition to the subordination contemplated by this Section, the Landlord shall use reasonable efforts to obtain from the holder of any Mortgage affecting the Property an agreement, in writing, for itself, its successors and assigns, that so long as the rights of the Tenant is not in default under this Lease, this the Lease shall not be terminated or Tenant’s quiet enjoyment terminated, and the possession of the Premises Property by the Tenant shall not be disturbed in the event of termination by any holder of any Mortgage or by any proceeding on the debt which any such ground or underlying leaseMortgage secures, or the foreclosure by any person, firm or corporation whose rights were acquired as a result of such proceeding or by virtue of a right or power contained in any such mortgage Mortgage or deed of trust, the debt secured thereby and that any sale at foreclosure will be subject to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and so long as the Tenant performs its obligations hereunder in accordance with the terms hereof. If the Property is subject to a Mortgage as of the date of this Lease, the Landlord shall promptly execute any instrument reasonably required use reasonable efforts to provide the Tenant with the agreement contemplated by Landlord’s successor for that purpose. Tenant shall also, the forgoing sentence from the holder of such Mortgage within ten sixty (1060) days following written request from the date of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option This Lease and all rights of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or Tenant hereunder are subject and subordinate to all ground any mortgage or underlying leasesmortgages, mortgages blanket or otherwise, made by Landlord and deeds of trust, if any, which do now or may hereafter affect the Property or the Building, ; and to any and all renewals, modifications, consolidations, replacements and extensions thereof, and to any ground or other lease, or similar instrument now or hereafter placed against the Building; providedprovided that the foregoing subordination shall only be effective as to a mortgagee that has offered to enter into a commercially reasonable subordination, non-disturbance and attornment agreement with Tenant (“SNDA”), and does in fact enter into a SNDA with Tenant if Tenant accepts such offer, under the terms of which (in addition to other commercially reasonable provisions) such Mortgagee shall agree that so long as Tenant is not in default beyond applicable periods of notice and cure of its obligations under this Lease, Tenant’s occupancy under, on and subject to the terms hereof shall not be disturbed. Landlord represents and warrants that as of the date of execution of this Lease, there is no mortgage on the Building or the Property. Tenant shall upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instruments that may be reasonably necessary to subordinate this Lease and all rights of Tenant hereunder to any such mortgage or mortgages or to confirm or evidence such subordination subject to the terms of the SNDA. Each of the parties shall bear its own costs in connection with the subordination and the SNDA. Tenant covenants and agrees, in the event any proceedings are brought for the foreclosure of any mortgage with respect to which it has been delivered a SNDA, to attorn to the purchaser upon any such foreclosure sale if so requested to do by such purchaser, and to recognize such purchaser as the Landlord under this Lease. Tenant agrees to execute and deliver at any time and from time-to-time, upon the request of Landlord or of any holder of such mortgage or of such purchaser, any instrument which may be necessary or appropriate, in the reasonable judgment of the requesting party, in any such foreclosure proceeding or otherwise to evidence such attornment. Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder in the event any such foreclosure proceeding is brought, prosecuted or completed. Tenant and Landlord further agree that if so requested by any mortgagee of Landlord, this Lease shall be made superior to any such mortgage and that they will execute such documents as may be required by such mortgagee to effect the superiority of this Lease to such mortgage. Following the execution of this Lease, Landlord shall request and use reasonable efforts to obtain from the DOT a recognition agreement, on commercially reasonable terms, pursuant to which the DOT agrees that so long as Tenant is not in default beyond applicable periods of notice and cure of its obligations under this Lease, Tenant’s occupancy under, on and subject to the terms hereof shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of a termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Underlying Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this This Lease and the rights of Tenant under this Lease to any ground or underlying lease or hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust; providedtrust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, howeverextensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such beneficiary mayinstrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by written notice Landlord or Landlord's Lender, which are reasonably acceptable to Tenant given and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E, together with such changes as Lender may reasonably require; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TE Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the lien of its deed of trust Landlord Mortgage, in whole or in part, to this LeaseLease by recording a unilateral declaration to such effect. Tenant shall agree hereby agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure Landlord Lender shall not be responsible for bound to the terms of any act material modification or omission amendment of a prior landlordthis Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not be subject pay to Landlord any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return installment of any security deposit not actually recovered by such purchaser or bound by any rent paid Base Rent more than one (1) month in advance of the calendar month in which the transfer of title occurred; provided that the foregoing due date thereof, unless Landlord Lender shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionconsent to such prepayment.

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/mortgagee or beneficiary with a deed of trust beneficiariesencumbering the Building and/or the Project, or any lessor of a ground or underlying lease with respect to the Building, this Lease shall will be either superior or subject and subordinate to at all times to: (i) all ground leases or underlying leases, mortgages and deeds of trust, if any, leases which may now exist or hereafter affect be executed affecting the Building; and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord reserves the right to all renewalssubordinate any such ground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, modificationsat the election of Landlord's successor in interest, consolidations, replacements Tenant agrees to attorn to and extensions thereof; provided, that so 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 shall not be terminated or Tenant’s quiet enjoyment and the obligations of the Premises disturbed Tenant hereunder in the event of termination any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such ground lease or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust, . If Tenant fails to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of sign and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute return any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, such documents within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)receipt, execute and deliver all instruments as may Tenant will be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiondefault hereunder.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that . Landlord shall use its reasonable diligence to obtain the instrument described in the foregoing from the holder of any ground or underlying lease and/or of any mortgage or deed of trust of record as of the execution of this Lease. Within sixty (60) days of the execution hereof, as a condition precedent to Tenant’s obligations under this Lease, Landlord shall not release deliver to Tenant executed and notarized nondisturbance agreements in writing from any lenders whose debt is secured by all or a portion of the Project, in form and content provided for in the applicable prior landlord from underlying financing documents, stating that so long as Tenant is not in default under any liability for those obligationsof the terms, covenants, conditions, or agreements of this Lease, this Lease and all of the terms, provisions, and conditions of this Lease, shall remain in full force and effect, and neither this Lease, nor Tenant’s rights nor Tenant’s possession of the Premises will be disturbed during the Term of this Lease or any extension thereof. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and shall reimburse Landlord for, or shall pay directly, all beneficiaries under deeds costs assessed by said lender (in excess of trust encumbering the Building are intended third party beneficiaries of this SectionOne Thousand Dollars ($1,000.00)) in connection with obtaining such nondisturbance agreement(s).

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option Any and all rights of Landlord or Guarantor under any of its mortgagees/deed of trust beneficiariesand all debts, this Lease shall be either superior or subordinate liabilities and obligations owing from Borrower to all ground or underlying leasesGuarantor, mortgages including any security for and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination guaranties of any such ground obligations, whether now existing or underlying leasehereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Indebtedness. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to pay to GBC the foreclosure entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar as may be necessary for that purpose, Guarantor hereby assigns and transfers to GBC all rights to any and all debts, liabilities and obligations owing from Borrower to Guarantor, including any security for and guaranties of any such mortgage obligations, whether now existing or deed of trusthereafter arising, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordinationpayments, nondisturbance dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and attornment agreement in held as trustee for the form customarily required by such beneficiary) benefit of GBC and shall forthwith be paid over to subordinate this Lease and the rights of Tenant under this Lease GBC to any ground or underlying lease or be applied to the lien of Indebtedness in such order and sequence as GBC shall in its sole discretion determine, without limiting or affecting any mortgage other right or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant remedy which GBC may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. Guarantor hereby expressly waives any right to set-off or assert any counterclaim against a prior landlord, Borrower. *After the occurrence and shall not be liable for during the return continuance of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance an Event of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.Default

Subordination. At the option of Landlord (a) This Lease is subject and subordinate to each mortgage (a “Superior Mortgage”) and each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any portion of its mortgagees/deed the Project or any interest therein. The lessor under a Superior Lease is called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. Tenant shall execute any amendment of trust beneficiaries, this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall be either superior not result in a material increase in Tenant’s obligations under this Lease or subordinate a material reduction in the benefits available to all ground Tenant. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or underlying leasesby such Superior Mortgage, mortgages and deeds or in the event of trustthe termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “Successor Landlord”), shall automatically become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if anyrequested, which may hereafter affect the Building, and enter into a new lease on terms identical to all renewals, modifications, consolidations, replacements and extensions thereofthose in this Lease); provided, that so long any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord); (ii) liable for the return of any moneys paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such moneys or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any covenant to perform or complete any construction in connection with the Project 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, this Lease made without the consent of such Successor Landlord. Upon request by such Successor Landlord, Tenant shall execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to make such attornment effective. (b) Tenant shall give each Superior Mortgagee and each Superior Lessor a copy of any notice of default served upon Landlord, provided that Tenant has been notified of the address of such mortgagee or lessor. If Landlord fails to cure any default as to which Tenant is not obligated to give notice pursuant to the preceding sentence within the time provided for in default under this Lease, then each such mortgagee or lessor shall have an additional 30 days after receipt of such notice within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if, within such 30 days, any such mortgagee or lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including, without limitation, commencement of foreclosure proceedings or eviction proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated and Tenant shall not exercise any other rights or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which remedies under this Lease or otherwise while such remedies are being so diligently pursued. Nothing herein shall be deemed to imply that Tenant has been subordinated pursuant any right to terminate this Section. In the event of a termination Lease or foreclosureany other right or remedy, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions except as are contained may be otherwise expressly provided for in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all present and future ground or underlying leasesleases of the Real Property and to the lien and terms of any mortgages or trust deeds, mortgages now or hereafter in force against the Real Property and deeds of trustthe Building, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or superior thereto. In consideration of, and as a condition precedent to, Tenant’s quiet enjoyment agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Premises disturbed Building or the Real Property or to the lien of any first mortgage or trust deed, hereafter enforced against the Building on the Real Property and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a commercially reasonable non-disturbance and attornment agreement executed by the Landlord under such ground lease or underlying lease or the holder of such mortgage or trust deed. Tenant covenants and agrees in the event of termination of any such ground or underlying lease, or proceedings are brought for the foreclosure of any such mortgage or deed of trustmortgage, to which this Lease has been subordinated pursuant to this Section. In the event of a termination attorn, without any deductions or foreclosureset-offs whatsoever, Tenant shall become a tenant of and attorn to the successor-in-interest purchaser upon any such foreclosure sale if so requested to Landlord upon do so by such purchaser, and to recognize such purchaser as the same terms and conditions as are contained in lessor under this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoshall, within ten (10) days following written of request of Landlord (or the beneficiary under any deed of trust encumbering the Building)by Landlord, execute and deliver all such further instruments or assurances as Landlord may be required from time reasonably deem necessary to time by Landlord evidence or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in confirm the form customarily required by such beneficiary) to subordinate this Lease and the rights subordination or superiority of Tenant under this Lease to any such mortgages, trust deeds, ground leases or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice leases. Landlord represents and warrants to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance as of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries date of this SectionLease there are no mortgages, trust deeds or ground leases in force against the Real Property or the Building.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is expressly made subject and subordinate to all ground or underlying leasesany mortgage, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or may hereafter be executed or recorded (“Encumbrance”). The lender, holder or secured party under any Encumbrance is hereinafter referred to which as a “Lender.” Notwithstanding the foregoing, such subordination of this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord an Encumbrance is expressly conditioned upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor obtaining from the Lender, for that purpose. Tenant shall alsothe benefit of Tenant, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any a commercially reasonable subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary(an “SNDA”) pursuant to subordinate which (i) this Lease and the rights of Tenant under this Lease to any ground or underlying lease or is subordinated to the lien of the Encumbrance and (ii) the Lender agrees not to disturb or interfere with Tenant’s possession of the Premises or rights under this Lease so long as there is no Event of Default on the part of Tenant. Tenant agrees that the form of SNDA attached hereto as Exhibit E is acceptable to Tenant. With respect to all future Encumbrances (or prospective future Encumbrances), Tenant shall execute and deliver to Landlord, from time to time and no later than ten days after written request by Landlord, an SNDA substantially in the form of Exhibit E or such other form as may be required by the Lender (which other form of SNDA shall not limit, modify or restrict Tenant’s rights under this Lease and shall be subject to commercially reasonable modifications requested by Tenant consistent with the then current requirements of similarly situated tenants and institutional lenders). If the interest of Landlord in the Property is transferred pursuant to or in lieu of proceedings for enforcement of any mortgage Encumbrance (including, without limitation, any judicial foreclosure or foreclosure by a power of sale in a deed of trust; provided), howeverTenant shall, that any at the request of the new owner, immediately attorn to, and become the tenant of, the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease and, at such beneficiary maynew owner’s request, by written notice to Tenant given at any time, subordinate shall execute a new lease confirming the lien lease terms of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this (a) This Lease shall be either superior or subject and subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may or any other hypothecation for security now or hereafter affect placed upon the BuildingBuilding and to any and all advances made on the security thereof or Landlord's interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in . In the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, trust to which this Lease has been subordinated pursuant is subordinate is foreclosed or a deed in lieu of foreclosure is given to this Section. In the event of a termination mortgagee or foreclosurebeneficiary, Tenant shall become a tenant of and attorn to the successor-in-interest purchaser at the foreclosure sale or to Landlord upon the same terms and conditions as are contained grantee under the deed in lieu of foreclosure; in the event any ground lease to which this LeaseLease is subordinate is terminated, and Tenant shall promptly attorn to the ground lessor. Tenant agrees to execute any instrument reasonably documents required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or effectuate such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate make this Lease and the rights of Tenant under this Lease to any ground or underlying lease or prior to the lien of any mortgage or deed of trust; providedtrust or ground lease, however, that or to evidence such attornment. (b) In the event any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its mortgage or deed of trust to which this Lease. Tenant shall agree that any purchaser at a foreclosure sale Lease is subordinate is foreclosed or lender taking title under a deed in lieu of foreclosure is given to the mortgagee or beneficiary, or in the event any ground lease to which this Lease is subordinate is terminated, this Lease shall not be responsible for any act barred, terminated, cut off or omission foreclosed nor shall the rights and possession of a prior landlord, Tenant hereunder be disturbed if Tenant shall not then be subject in default in the payment of rental and other sums due hereunder or otherwise be in default under the terms of this Lease, and if Tenant shall attorn to the purchaser, grantee, or ground lessor as provided in subparagraph (a) above or, if requested, enter into a new lease for the balance of the term hereof upon the same terms and provisions as are contained in this Lease. Tenant's covenant under subparagraph (a) above to subordinate this Lease to any offsets or defenses Tenant may have against a prior landlordground lease, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds mortgage, deed of trust encumbering or other hypothecation hereafter executed is conditioned upon each such senior instrument containing the Building are intended third party beneficiaries of commitments specified in this Sectionsubparagraph (b).

Subordination. At Conditioned upon the option beneficiary of Landlord or any of its mortgagees/deed mortgages and/or deeds of trust beneficiaries, now existing or hereafter placed upon the Premises entering into an agreement (herein an ATTORNMENT AGREEMENT with Tenant in which such beneficiary agrees not to disturb the possession and other rights of Tenant under this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Leasein the performance of its obligations hereunder, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed and, in the event of termination the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Premises under the terms and conditions of this Lease, Tenant accepts this Lease subject and subordinate to any such ground mortgages and/or deeds of trust now or underlying leasehereafter constituting a lien or charge upon the Premises, provided, however, that if the mortgagee, trustee, or the foreclosure holder of any such mortgage or deed of trust, trust elects to which have Tenant's interest in this Lease has been subordinated pursuant superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this SectionLease shall be deemed superior to such Lien, whether this Lease was executed before or after said mortgage or deed of trust. In Subject to the event of a termination or foreclosureforegoing, Tenant at any time hereafter on demand, shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for instruments, releases or other documents that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance mortgagee for the purpose of subjecting and attornment agreement in the form customarily required by such beneficiary) to subordinate subordinating this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage such mortgage. For purposes of this section, Landlord will be deemed to have satisfied the condition of obtaining an Attornment Agreement if the form thereof required by the mortgagee is a type or deed of trust; provided, however, form that any such beneficiary may, is customarily given by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurredinstitutional lenders; provided that Tenant shall have the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.right to attempt to negotiate more favorable terms:"

Subordination. At This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any Ground Lease and all other Property Documents. Further, pursuant to, and subject to, the option Subordination, Nondisturbance and Attornment Agreement, dated as of Landlord or any of its mortgagees/deed of trust beneficiariesthe date hereof, by and between the Initial Landlord’s Lender and Tenant, (i) this Lease and all rights of Tenant hereunder are and shall be either superior or subject and subordinate to all ground or underlying leases, mortgages any Lien created in favor of the Initial Landlord’s Lender in connection with the Initial Landlord’s Debt and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that (ii) so long as Tenant is not in default under this Leaseno Event of Default exists, this Lease Tenant’s possession of the Leased Property and its rights hereunder shall not be terminated diminished, disturbed or interfered with by Initial Landlord’s Lender, and Tenant’s quiet enjoyment occupancy of the Premises Leased Property shall not be disturbed by any reason whatsoever during the term of this Lease or any extensions or renewals thereof. This Lease and all rights of Tenant hereunder shall be senior to any future Lien created in the event of termination 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 ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon Landlord’s Lender substantially on the same terms and conditions as are contained in this Lease, the form attached hereto as Exhibit C or such other terms and shall promptly execute any instrument reasonably required by conditions upon which Tenant and such Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as Lender may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionagree.

Subordination. At the option of Landlord or Landlord's option, this Lease is and shall be subordinate to any of its mortgagees/ground lease, mortgage, deed of trust beneficiaries, this Lease shall be either superior and/or any other hypothecation or subordinate to all ground security document and advances and obligations thereunder now or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect placed upon the BuildingPremises or the Project, and to all any renewals, modifications, consolidations, replacements replacements, and extensions thereof; providedthereof (collectively "Mortgage"), that provided Tenant's right to quiet possession under this Lease shall not be disturbed so long as Tenant is not in default default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and provisions of this Lease. Such subordination shall be effective upon notice from Landlord to Tenant without any further act of Tenant. Upon the request of Landlord, Tenant shall, from time to time, execute and deliver any documents or instruments that may be required by Landlord or the mortgagee, beneficiary, ground Landlord or lender (collectively "Landlord's Lender") under any such Mortgage, to effectuate any subordination, provided that Landlord's Lender agrees not to disturb Tenant's right to quiet possession under this Lease so long as Tenant is not in default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and provisions of this Lease. If Tenant fails to execute and deliver any such documents or instruments, Tenant irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, to execute and deliver any such documents or instruments. If Landlord's Lender elects to have this Lease prior to the lien of its Mortgage, and gives written notice to Tenant of such election, this Lease shall not be terminated or Tenant’s quiet enjoyment deemed prior to such Mortgage regardless of the Premises disturbed in the event respective dates of termination execution, delivery and recordation of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionMortgage.

Subordination. At To the option fullest extent permitted by law, this Lease, the rights of Landlord Tenant under this Lease and Tenant’s leasehold interest shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Lot, or any other portion of its mortgagees/the Project, and (ii) the lien of any mortgage or deed of trust beneficiarieswhich may now or hereafter exist for which the Building, this Lease shall be either superior or subordinate to all the Lot, ground leases or underlying leases, mortgages and deeds any other portion of the Project or Landlord’s interest or estate therein is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary (any such ground lessor, mortgagee or beneficiary referred to herein as a “Holder”) shall have the right to require this Lease be superior to any such ground leases or underlying leases or any such liens, mortgage or deed of trust. Notwithstanding the foregoing, if anyTenant’s obligation to subordinate this Lease to any future ground or underlying lease of the Project or to any future lien of any mortgage or deed of trust is conditioned upon such ground lessee or lender, which as the case may hereafter affect be, agreeing in writing that the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that rights of Tenant under this Lease shall not be disturbed by any termination of such lease or foreclosure of such mortgage or deed of trust so long as Tenant is not in default under this Leasehereunder beyond applicable notice and cure periods. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, this Lease Tenant shall attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not be terminated or disturb Tenant’s use, occupancy or quiet enjoyment of the Premises disturbed if Tenant is not in material default of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month’s Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a written demand or request by Landlord and in the event form reasonably requested by Landlord and/or a Holder, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. If Tenant shall fail to timely return such subordination, nondisturbance and attornment agreement, Landlord shall deliver a second written request and if Tenant shall fail to return such agreement within three (3) days of receipt of such second written request, then Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, including attorneys’ fees, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such subordination, nondisturbance and attornment agreement. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such documents if Tenant fails to do so, provided that such authorization shall in no way relieve Tenant from the obligation of executing such documents. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease has been subordinated pursuant to this Section. In and the obligations of the Tenant hereunder in the event of a termination any foreclosure proceeding or foreclosure, sale. Tenant shall become a tenant hereby acknowledges that as of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in date of execution of this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any there is a deed of trust encumbering Landlord’s interest in the BuildingPark in favor of Redwood Capital Finance Company, LLC, a Delaware limited liability company (the “Current Lender”). Tenant shall, execute concurrently with the execution of this Lease by Tenant, execute, notarize and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any a subordination, nondisturbance non-disturbance and attornment agreement in the form customarily required attached to this Lease as Exhibit H and incorporated herein by such beneficiarythis reference (the “SNDA”) Landlord shall endeavor to subordinate cause the Current Lender to execute, notarize and deliver to Tenant the SNDA within ninety (90) days of the later of (i) the mutual execution and delivery of this Lease or (ii) the date Landlord receives Tenant’s executed original SNDA, but Landlord shall not be in default under this Lease and shall have no liability to Tenant what whatsoever if Landlord is unable to obtain and deliver to Tenant the rights of SNDA executed by the Current Lender. Should Tenant under this Lease to have any ground or underlying lease or requested changes to the lien SNDA attached to the initial draft of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. , Tenant shall agree that any purchaser at a foreclosure sale covenants and agrees to pay all fees, costs and expenses incurred by Landlord in connection with the negotiation or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance issuance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSNDA.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all ground or underlying leases, leases and to all mortgages and and/or deeds of trust, if any, trust which may now or hereafter affect such leases or the Buildingreal property of which the Leased Premises form the part, and to all renewals, . modifications, consolidations, replacements and extensions thereof; provided. This paragraph shall be self-operative and no further instrument of subordination shall be necessary to evidence the priority of any mortgagee or trustee. In confirmation of such subordination, Tenant shall execute promptly any certificate that so long as Tenant is not the Landlord may request. Provided, however that notwithstanding the foregoing, the party secured by any such deed of trust shall recognize this Lease and, in default the event of any foreclosure sale under this Leasesuch deed of trust, this Lease shall not be terminated or Tenant’s quiet enjoyment continue in full force and effect; and the Tenant covenants and agrees that it will, at the written request of the Premises disturbed in party secured by any such deed of trust, execute, acknowledge and deliver any reasonable instrument that has for its purposes and effect the event subordination of the lien of this Lease to said deed of trust. At the option of any landlord under any ground underlying Lease to which the lease is now or may hereafter become subject or subordinate. Tenant agrees that neither the cancellation nor termination of such ground or underlying lease shall by operation of law or otherwise, result in cancellation or termination of this Lease or the obligations of the Tenant hereunder, and Tenant covenants and agreed to attorn to such landlord or to any successor to Landlord's interest in such ground or underlying lease, or the foreclosure of any such mortgage or deed of trustand in that event, to which this Lease has been subordinated pursuant to this Section. In shall continue as a direct lease between the event of a termination Tenant herein and such landlord or foreclosureits successor; and in any case, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s such landlord or successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any prepayment on the part of Tenant of any rent paid in advance for more than the amount of the calendar month security deposit, so that rent shall be payable under this Lease in which accordance with its terms, from the transfer date of title occurred; provided that the foregoing shall termination of the ground or underlying lease, as if such prepayment had not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionbeen made.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease is and shall be either superior expressly subject and subordinate at all times to (a) any present or subordinate to all ground future ground, underlying or underlying leases, mortgages and deeds operating lease of trust, if any, which may hereafter affect the Building, and all amendments, renewals and modifications to all renewalsany such lease, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of (b) the Premises disturbed in the event of termination lien of any present or future mortgage or deed of trust encumbering fee title to the Building and/or the leasehold estate under any such ground or underlying lease, or the foreclosure of . If any such mortgage or deed of trusttrust be foreclosed, or if any such lease be terminated, upon request of the mortgagee, beneficiary 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 no further instruments shall be required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at foreclosure, as the case may be, to which execute such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment on the form customarily used by such party. Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect to give the rights and interests of Tenant under this Lease has been subordinated pursuant (excluding rights in and to this Sectioninsurance proceeds and condemnation awards) priority over the lien of its mortgage or deed of trust or the estate of its lease, as the case may be. In the event of a termination such election and upon the mortgagee, beneficiary or foreclosurelessor notifying Tenant of such election, the rights and interests of Tenant shall be deemed superior to and to have priority over the lien of said mortgage or deed of trust or the estate of such lease, as the case may be, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or lease. In such event, Tenant shall become a tenant of execute and attorn deliver whatever instruments may be required by such mortgagee, beneficiary or lessor to confirm such superiority on the successor-in-interest form customarily used by such party. If Tenant fails to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required to be executed by Landlord’s successor for that purpose. Tenant shall also, under this Section 23 within ten (10) days following written request of after request, Tenant irrevocably appoints Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successorsattorney-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionfact, in Tenant's name, to execute such instrument.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesexercised in writing to Tenant, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this LeaseLease beyond any applicable cure period, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this Section; and provided further, that Tenant shall be provided a commercially reasonable non-disturbance and attornment agreement as a condition to the exercise of any such subordination right. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any reasonable instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten fifteen (1015) days following written after request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any future ground or underlying lease or to the lien of any future mortgage or deed of trust; providedtrust (provided that such instruments include commercially reasonable non-disturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance As of the calendar month in which the transfer date of title occurred; provided this Lease, Landlord represents that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees there exists no ground or underlying lease and successors-in-interest and all beneficiaries under deeds no mortgage or deed of trust encumbering affecting the Building are intended third party beneficiaries of this SectionPremises.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in In the event of termination of any such ground Landlord’s title or underlying lease, leasehold interest is now or the foreclosure of any such mortgage 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 which 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 has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon lien of such deed of trust, or, if so requested, agreeing that the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlordlien of Lender’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute shall be or remain subject and deliver all instruments as may be required from time subordinate to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that Lease. Notwithstanding any such beneficiary maysubordination, by written notice to Tenant’s possession under this Lease shall not be disturbed if Tenant given at any time, subordinate is not in default and so long as Tenant shall pay all rent and observe and perform all of the lien of its deed of trust to provisions set forth in this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject With respect to any offsets or defenses 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 until the Tenant may have against has received a prior landlordnon-disturbance agreement from the holder of the encumbrance in recordable commercially reasonable form. With respect to any Lenders currently holding encumbrances on the Property, and shall not be liable for Landlord will make best effort to deliver to Tenant, within sixty (60) days after the return Effective Date of this Lease, a non-disturbance agreement confirming the agreement of any security deposit such Lender not actually recovered by such purchaser or bound by any rent paid in advance to disturb Tenant’s possession of the calendar month Premises, which shall be in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionform reasonably satisfactory to Tenant.

Subordination. At the option Subject to Tenant’s receipt of Landlord or any of its mortgagees/deed of trust beneficiariesan appropriate non-disturbance agreement(s) as set forth below, this Lease shall be either superior or subject and subordinate to all ground the lien of any mortgage or underlying leases, mortgages and deeds of trusttrust deed now or hereafter in force against Landlord’s leasehold interest in this Lease or any part thereof, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds require in writing that so long as Tenant is not in default under this Lease, this Lease be superior thereto. Landlord’s delivery to Tenant of a commercially reasonable non-disturbance agreements) in favor of Tenant from any mortgage holders and lien holders of Landlord and/or Master Landlord shall not be terminated or in consideration of, and a condition precedent to, Tenant’s quiet enjoyment agreement to be bound by the TCCs of this Article 17. Subject to Tenant’s receipt of the Premises disturbed non-disturbance agreement(s) described above, Tenant covenants and agrees in the event of termination of any such ground or underlying lease, or proceedings are brought for the foreclosure of any such mortgage or deed of trustin lieu thereof, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof, to Landlord upon recognize such purchaser or lienholder as the same terms and conditions as are contained in lessor under this Lease, and provided such lienholder or purchaser shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time agree to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate accept this Lease and the rights not disturb Tenant’s occupancy, so long as Tenant is not in Default of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that Landlord’s interest in this Lease may be assigned as security at any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject time to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionlienholder.

Subordination. At The following provisions shall govern the option relationship of Landlord or this Lease to any Security Instrument: A. The Lease is subject and subordinate to all Security Instruments existing as of its mortgagees/deed of trust beneficiariesthe Effective Date. However, if any Lender so requires, this Lease shall be either become prior and superior or to any such Security Instrument. B. At Landlord’s election, this Lease shall become subject and subordinate to all ground or underlying leasesany Security Instrument created after the Effective Date. Notwithstanding such subordination, mortgages and deeds Tenant’s right to quiet possession of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Premises shall not be disturbed so long as Tenant is not in default and performs all of its obligations under this Lease, unless this Lease shall not be is otherwise terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, its terms. C. Tenant shall become a tenant of upon request execute and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute acknowledge any document or instrument reasonably required by any Lender to make this Lease either prior or subordinate to a Security Instrument, which may include such other matters as the Lender customarily requires in connection with such agreements, including provisions that the Lender not be liable for (i) the return of any security deposit unless the Lender receives it from Landlord, (ii) any defaults on the part of Landlord occurring prior to the time the Lender takes possession of the Project in connection with the enforcement of its Security Instrument, and/or (iii) completion of any improvements to the Premises or the Project agreed to or undertaken by Landlord. Tenant’s successor for that purpose. Tenant shall also, failure to execute any such document or instrument within ten (10) days following after written request demand therefore shall constitute an Event of Tenant’s Default. D. Upon Tenant’s written request, Landlord (or the beneficiary under any deed of trust encumbering the Building)shall, execute and deliver all instruments as may be required from time at no cost to time by Landlord or such beneficiary (including without limitation any Landlord, use commercially reasonable efforts to obtain a subordination, nondisturbance non-disturbance and attornment agreement in the form customarily required by such beneficiary(“SNDA”) to subordinate this Lease and the rights for Tenant’s benefit from any holder of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trusta Security Instrument; provided, however, that any the failure to so obtain such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure SNDA shall not be responsible for deemed a default by Landlord nor permit Tenant any act rights or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionremedies.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Within ten (10) days after receipt of written notice, Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following after written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At 31.1. Tenant agrees: (a) that, except as hereinafter provided, the option Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any mortgage, or a lease of Landlord’s property in a sale-leaseback pursuant to which Landlord has or shall retain the right of possession of the Demised Premises and the Property, or other security instrument (collectively called a “Mortgage”) that now exist, or may hereafter be placed upon the Demised Premises or the Center, and/or the land of which it is a part, or any of its mortgagees/deed of trust beneficiaries, this Lease shall part thereof and all advances made or to be either superior or subordinate to all ground or underlying leases, mortgages made thereunder and deeds of trust, if any, which may hereafter affect the Buildinginterest thereon, and to all renewals, replacements, modifications, consolidations, replacements or extensions thereof and extensions thereof; provided, (b) that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of if the Premises disturbed in the event of termination holder of any such ground Mortgage (“Mortgagee”) or underlying leaseif the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the foreclosure case may be, as Landlord under the Lease for the balance then remaining of the term of the Lease, subject to all terms of the Lease; and (c) that the aforesaid provisions shall be self-operative and no further instrument or document shall be necessary unless required by any such mortgage Mortgagee or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trustpurchaser; provided, however, that the effectiveness of any such beneficiary maysubordination is subject to the condition that Landlord shall obtain from any Mortgagee a non-disturbance agreement in form reasonably acceptable to Tenant, that provides so long as Tenant pays all rent when due and materially observes all other covenants and obligations on its part to be observed under this Lease, the terms and conditions of this Lease shall continue in full force and effect and Tenant’s rights under this Lease and its possession, use and occupancy of the Demised Premises shall not be disturbed during the term of this Lease by written notice to Tenant given at the Mortgagee or by any timepurchaser upon foreclosure of any mortgage, subordinate the lien of its deed of trust or other property right. Notwithstanding anything to this the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to the Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to the Lease to the extent set forth therein, and thereupon the Lease shall be deemed prior to such Mortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording and in that event, to the extent set forth in such written document such Mortgagee shall have the same rights with respect to the Lease as though the Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage and as though the Lease had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant shall agree upon written request, and from time to time, will execute and deliver without charge and on a commercially reasonable form satisfactory to Tenant, Landlord, to the Mortgagee or the purchaser all instruments and/or documents that any purchaser at may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within five (5) business days following a foreclosure sale or lender taking title under a deed in lieu request therefor from Landlord, provided such document contains non-disturbance language as set forth above. In the event Tenant fails to execute and deliver the instruments and documents as provided for herein within the time period set forth, Landlord may treat such failure as an Event of foreclosure shall not be responsible for Default. 31.2. In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a prior landlordperiod of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each such mortgage and ground lease if the name and address shall previously have been furnished to Tenant in writing, and (ii) until thirty (30) days shall have elapsed following the giving of such notice. 31.3. If, in connection with obtaining, continuing or renewing financing for which the Demised Premises or the Center or any interest therein represents collateral in whole or in part, a banking, insurance or other lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold, delay, condition or defer its consent thereto, provided that such modifications do not increase the monetary obligations of Tenant hereunder or adversely affect Tenant’s rights hereunder or leasehold interest hereby created. 31.4. Tenant may finance any furniture, fixtures or equipment which is or is intended to be located at the Demised Premises, provided that all lenders connected with such financing shall enter into a waiver and subrogation agreement with Landlord, in form reasonably satisfactory to Landlord, subject to the following conditions: (i) any such agreement shall provide that Landlord agrees to give notice to such lender of the occurrence of any Event of Default by Tenant resulting in termination of the Lease and agrees to permit such lender to remove the property it has financed from the Demised Premises within thirty (30) days of its receipt of such notice, provided such lender shall be subject to any offsets or defenses the repair and restoration obligations set forth in Section 9.2 and that Tenant may have against a prior landlord, and shall not be liable for Rent applicable to such thirty (30) day period, and if such lender elects not to remove such property within such thirty (30) day period, then Landlord may remove and store the return same at Tenant’s expense or otherwise dispose of any security deposit not actually recovered by such purchaser or bound by any rent paid same in advance of the calendar month a manner to be determined in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees sole discretion, and successors-in-interest (ii) Tenant shall, upon demand, reimburse Landlord for its expenses incurred in connection with the review and all beneficiaries under deeds execution of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch form up to Seven Hundred Fifty Dollars ($750.00).

Subordination. At Landlord hereby represents to Tenant that as of the option Lease Date there does not exist a lien of a mortgage or deed of trust on all or any portion of the Premises. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/bona fide mortgagee or deed of trust beneficiariesbeneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be either superior or subject and subordinate to at all times to: (i) all ground leases or underlying leases, mortgages and deeds of trust, if any, leases which may now exist or hereafter affect be executed affecting the BuildingBuildings or the land upon which the Buildings are situated or both provided such ground lease includes a provision that Tenant's use, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that occupancy or quiet enjoyment of the Premises will not be disturbed so long as Tenant is not in default under of the terms and provisions of this Lease, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Buildings, the Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease shall Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of such successor to Landlord, attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not be terminated disturb Tenant's use, occupancy or Tenant’s quiet enjoyment of the Premises disturbed so long as Tenant is not in default of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; or (c) bound by prepayment of more than one (1) month's Rent. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) business days of a demand or request by Landlord and in the event form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of termination this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. Tenant's agreement to subordinate this Lease to any future ground or underlying lease, lease or any future deed of trust or mortgage pursuant to the foregoing provisions of the Section 17 is conditioned upon Landlord delivering to Tenant from the lessor under such future ground or underlying lease or the foreclosure holder of any such mortgage or deed of trust, a non-disturbance agreement agreeing, among other things, that Tenant's right to which this Lease has been subordinated possession of the Premises pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of shall not be disturbed provided Tenant is not in default under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release beyond the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees notice and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectioncure periods hereunder.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Lessee accepts this Lease shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such recorded mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination trust lien presently existing or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord hereafter created upon the same terms and conditions as Building or project of which the Leased Premises are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten a part (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary mortgagee may, by written notice to Tenant given at any time, subordinate the lien of its such mortgage, deed of trust or other lien to this Lease) and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building and to any renewals thereof. Tenant shall agree that any purchaser at Lessee agrees to provide Lessor with a foreclosure sale or lender taking title non-disturbance agreement substantially in the form attached hereto as Exhibit “E” within thirty (30) days of execution of this Lease. If the interests of Lessor under a deed in lieu this Lease are transferred by reason of foreclosure shall or other proceedings for enforcement of any first mortgage or deed of trust lien on the Leased Premises, Lessee is bound to the transferee (sometimes called the “Purchaser”) at the option of the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Lessor under this Lease, and, if requested by the Purchaser, Lessee agrees to attorn to the Purchaser, including the first mortgagee under any such mortgage if it be the Purchaser, as its Lessor. Should Purchaser elect to maintain existence of this Lease, Lessee will not be responsible for any act or omission of a prior landlord, shall not be subject entitled to any credits as against Purchaser any prepaid rents or offsets against or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord credits due from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLessor.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesto be expressed in writing from time to time, this Lease and the rights of Tenant hereunder are and shall be either superior or subject and subordinate to any and all ground mortgages, trust deeds and charges (any of which are herein called "Mortgage" or underlying leases"Mortgages") and any and all easements and rights of way (provided that the same do not materially adversely affect Tenant's access to or use of the Premises) ("Easements") on or in any way affecting the Premises or the Project or any part thereof now or in the future, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to including all renewals, modificationsextensions, consolidations, modifications and replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground Mortgages and Easements from time to time. Tenant will at any time on ten (10) days' Notice from Landlord or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event holder of a termination or foreclosure, Tenant shall Mortgage attom to and become a tenant of and attorn the holder of any of such Mortgages or any party whose title to the successor-in-interest Project is superior to that of Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposeset forth herein. Tenant shall alsowill execute promptly on request by Landlord any certificates, within ten (10) days following written request agreements, instruments of Landlord (postponement or the beneficiary under any deed of trust encumbering the Building)attomment, execute and deliver all or other such instruments or agreements as may be required requested from time to time by Landlord to postpone or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the all of Tenant's rights of Tenant under this Lease hereunder to any ground of such Mortgages or underlying lease Easements or to otherwise give full effect to any of the lien provisions of this Article 15. Provided there is no Uncured Event of Default, and at Tenant's request and sole cost and expense, Landlord shall use commercially reasonable efforts to obtain from the holder of any mortgage Mortgage, in respect of which Tenant has executed and delivered an instrument of postponement, subordination or deed attomment as required hereby, its agreement to permit Tenant to continue in occupation of trust; provided, however, that any such beneficiary may, by written notice the Premises in accordance with and subject to Tenant given at any time, subordinate the lien terms of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default occurs under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any commercially reasonable instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer foreclosure occurred. Landlord hereby represents to Tenant that, as of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds date of this Lease, no ground or underlying lease, mortgage or deed of trust encumbering referred to in this Section 13.1 encumbers the Building are intended third party beneficiaries of this SectionPremises and/or the Building.

Subordination. At the option of Landlord This Lease is subject and subordinate to any and all mortgages or any of its mortgagees/deed deeds of trust beneficiariesnow or hereafter placed on the property of which the Premises are a part, and this clause shall be self-operative without any further instrument necessary to effect such subordination; however, if requested by Landlord, Tenant shall promptly execute and deliver to Landlord any such certificate(s) as Landlord may reasonably request evidencing subordination of this Lease shall be either superior to or subordinate to all ground the assignment of this Lease as additional security for such mortgages or underlying leases, mortgages and deeds of trust. Notwithstanding anything to the contrary in this Lease, if anyin no event shall Tenant be subordinate or subject to the lien of any mortgage, which may hereafter affect the Buildingnor shall Tenant be obligated to attorn to any holder thereof, unless and until such holder shall have agreed in writing, and shall be bound thereby, to honor all renewalsof Tenant’s rights under this Lease, modificationsincluding Tenant’s rights of quiet and exclusive use and enjoyment of the Premises, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default hereunder. Landlord will cause to be furnished to Tenant, on the Lease Date, a subordination, nondisturbance and attornment agreement from any lender holding a mortgage, deed of trust or deed to secure debt on the Premises as of the Lease Date, in form reasonably acceptable to Tenant, which shall be filed of record in the local land records of Forsyth County, Georgia. Tenant shall continue its obligations under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of full force and effect notwithstanding any such ground default proceedings under a mortgage or underlying leasedeed of trust and shall attorn to the mortgagee, trustee or the foreclosure beneficiary of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination and their successors or foreclosureassigns, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord transferee under any foreclosure or default proceedings. Tenant will, upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required request by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground other person designated by Landlord, any instrument or underlying lease or instruments required to give effect to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries provisions of this Sectionparagraph.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease and Tenant's interest and rights hereunder are and shall be either superior subject and subordinate at all times to the lien of any mortgage, now existing or subordinate to all ground hereafter created on or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect against the BuildingProject or the Premises, and to all amendments, restatements, renewals, modifications, consolidations, replacements refinancing, assignments and extensions thereof; provided, that so long without the necessity of any further instrument or act on the part of Tenant. Tenant agrees, at the election of the holder of any such mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such holder. Tenant is not hereby appoints Landlord attorney in default under fact for Tenant irrevocably (such power of attorney being coupled with an interest) to execute, acknowledge and deliver any such instrument and instruments for and in the name of the Tenant and to cause any such instrument to be recorded. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “holder” of a mortgage shall be deemed to include the beneficiary under a deed of trust. Notwithstanding the foregoing paragraph, Tenant shall not be terminated obligated to subordinate the Lease or Tenant’s quiet enjoyment its interest therein to any mortgage, deed of trust or ground lease on the Project or the Premises disturbed in unless concurrently with such subordination the event holder of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trusttrust or the ground lessor under such ground lease upon commercially reasonable terms including, agreeing not to which this disturb Tenant's possession of the Premises under the terms of the Lease has been subordinated pursuant to this Section. In in the event of a termination such holder or ground lessor acquires title to the Premises through foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure or otherwise. Landlord shall not be responsible for use reasonable commercial efforts to obtain, at no cost to Tenant, a non-disturbance agreement from any act such holder or omission ground lessor existing as of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable the Commencement Date for the return benefit of any security deposit not actually recovered by such purchaser or bound by any rent paid Tenant in advance a commercially reasonable form within 20 days of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries date of this SectionLease.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this 18.1 This Lease shall be either superior or subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project (each, mortgages a “Ground Lease”) and deeds to any trust deed or mortgage now or hereafter in force against the Building or Project or any part thereof (each, a “Mortgage”), the lien and security interest imposed by such Mortgage, the rights and remedies of trust, if any, which may hereafter affect the Buildingholder or beneficiary of such Mortgage (“Mortgagee”) to enforce such lien or security interest, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such Mortgages, unless the Mortgagee or the lessor under such Ground Lease (“Ground Lessor”) requires in writing that this Lease be superior thereto. 18.2 Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any Mortgage or deed in lieu thereof (or if any Ground Lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Mortgagee or purchaser or any successors thereto upon any such foreclosure or deed in lieu thereof (or to the Ground Lessor if any Ground Lease is terminated) (the “Successor Landlord”), if so long requested to do so by the Successor Landlord, and to recognize the Successor Landlord as Tenant is not in default the lessor under this Lease, and this Lease shall not continue in full force and effect as a direct lease between Successor Landlord and Tenant; provided, however, in no event shall Successor Landlord be terminated liable for or bound by any of the following matters: (a) any right or alleged right of Tenant to any offset, defense, claim, counterclaim, reduction, deduction, or abatement against Tenant’s quiet enjoyment payment of Rent or performance of Tenant’s other obligations under this Lease (“Offset Right”) that Tenant may have against Landlord and any other party that was landlord under this Lease at any time before the occurrence of any attornment hereunder (“Former Landlord”) relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Former Landlord that occurred before the date of attornment; (b) any act, omission, default, misrepresentation, or breach of warranty, of any Former Landlord or obligations accruing prior to Successor Landlord’s actual ownership of the Premises disturbed in Building or Project; (c) any payment of Rent that Tenant may have made to Former Landlord more than thirty (30) days before the event date such Rent was first due and payable under this Lease with respect to any period after the date of attornment other than, and only to the extent that, this Lease expressly required such a prepayment; (d) any obligation (i) to pay Tenant any sum(s) that any Former Landlord owed to Tenant, or (ii) with respect to any security deposited with Former Landlord, unless such security was actually delivered to Successor Landlord;(e) any modification or amendment of this Lease, or any waiver of any terms of this Lease, made without Successor Landlord’s written consent; (f) any consensual or negotiated surrender, cancellation, or termination of this Lease, in whole or in part, agreed upon between Former Landlord and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of this Lease; and (g) any such ground or underlying leaseobligation of Landlord under this Lease to make, pay for, or reimburse Tenant for any alterations, demolition, or other improvements or work at the foreclosure of any such mortgage Building or deed of trustProject, to which this Lease has been subordinated pursuant to this Section. In including the event of a termination or foreclosure, Tenant shall become a tenant of and attorn Premises. 18.3 Notwithstanding anything to the successor-in-interest to Landlord upon the same terms and conditions as are contained contrary in this Lease, before exercising any right of Tenant to cancel or terminate this Lease or to claim a partial or total eviction arising (whether under this Lease or under applicable law) from Landlord’s breach or default under this Lease (a “Termination Right”), Tenant shall provide Mortgagee (after notification of the identity of such Mortgagee and the mailing address thereof) with notice of the breach or default by Landlord giving rise to same (the “Default Notice”) and, thereafter, the opportunity to cure such breach or default as follows. After Mortgagee receives a Default Notice, Mortgagee shall have a period of thirty (30) days beyond the time available to Landlord under this Lease in which to cure the breach or default by Landlord. Mortgagee shall have no obligation to cure (and shall promptly execute have no liability or obligation for not curing) any instrument reasonably required breach or default by Landlord, except to the extent that Mortgagee agrees or undertakes otherwise in writing. In addition, as to any breach or default by Landlord the cure of which requires possession and control of the Building or Project, provided only that Mortgagee undertakes to Tenant by written notice to Tenant within thirty (30) days after receipt of the Default Notice to exercise reasonable efforts to cure or cause to be cured by a receiver such breach or default within the period permitted by this Section, Mortgagee’s successor cure period shall continue for that purposesuch additional time as Mortgagee may reasonably require to either (a) obtain possession and control of the Building or Project and thereafter cure the breach or default with reasonable diligence and continuity, or (b) obtain the appointment of a receiver and give such receiver a reasonable period of time in which to cure the default. 18.4 Landlord's interest herein may be assigned as security at any time to any Mortgagee. Tenant shall alsoshall, within ten (10) days following written of request of Landlord (or the beneficiary under any deed of trust encumbering the Building)by Landlord, execute and deliver all such further instruments or assurances as Landlord may be required from time reasonably deem necessary to time by Landlord evidence or confirm the subordination or superiority of this Lease to any such beneficiary (including without limitation Mortgages or Ground Leases. Tenant waives the provisions of any subordinationcurrent or future statute, nondisturbance and attornment agreement in the form customarily required by such beneficiary) rule or law which may give or purport to subordinate give Tenant any right or election to terminate or otherwise adversely affect this Lease and the rights obligations of the Tenant under this Lease to any ground or underlying lease or to hereunder in the lien event of any mortgage foreclosure proceeding or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsale.

Subordination. At Conditioned upon the option beneficiary of Landlord or any of its mortgagees/deed mortgages and/or deeds of trust beneficiaries, now existing or hereafter placed upon the Premises entering into an agreement (herein an ATTORNMENT AGREEMENT) with Tenant in which such beneficiary agrees not to disturb the possession and other rights of Tenant under this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Leasein the performance of its obligations hereunder, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed and, in the event of termination the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Premises under the terms and conditions of this Lease, Tenant accepts this Lease subject and subordinate to any such ground mortgages and/or deeds of trust now or underlying leasehereafter constituting a lien or charge upon the Premises, provided, however, that if the mortgagee, trustee, or the foreclosure holder of any such mortgage or deed of trust, trust elects to which have Tenant's interest in this Lease has been subordinated pursuant superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this SectionLease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn Subject to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Leaseforegoing, and Tenant, at any time hereafter on demand, shall promptly execute any instrument reasonably required by Landlord’s successor for instruments, releases or other documents that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance mortgagee for the purpose of subjecting and attornment agreement in the form customarily required by such beneficiary) to subordinate subordinating this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed such mortgage. For purposes of trust; providedthis section, howeverLandlord will be deemed to have satisfied the condition of obtaining an Attornment Agreement if the form thereof required by the mortgagee is a type of form that is customarily given by institutional lenders, provided that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject have the right to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionattempt to negotiate more favorable terms.

Subordination. At This Lease shall, at the option of Landlord or any of its mortgagees/deed of trust beneficiariesLessor's option, this Lease shall be either superior or subordinate to all ground mortgages or underlying leases, mortgages and deeds of trusttrust on the Premises, if anywhether now existing or hereinafter created. The Lessee shall, which upon written demand by the Lessor, execute such instruments as may hereafter affect be required, from time to time, to subordinate the rights and interest of the Lessee under this Lease to the lien of any mortgage or deed of trust on the Building. Notwithstanding any such subordination, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant the Lessee is not in default under this Leasehereunder, this Lease shall not be terminated or Tenant’s the Lessee's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Sectiontrust is foreclosed. In the event of a termination or such foreclosure, Tenant the Lessee shall thereupon become a tenant of Lessee of, and attorn to, the successor in interest to the successor-in-interest to Landlord upon Lessor on the same terms and conditions as are contained in this Lease. The Lessee may condition any subordination upon the Lessor's and any lender's agreement to execute a Nondisturbance, Subordination and shall promptly Attornment Agreement reasonably approved by the Lessee. The Lessee agrees that a Nondisturbance, Subordination and Attornment Agreement that provides that the lender or transferee of the Building and/or the Project is (i) not responsible for any defaults of the Lessor prior to the date of transfer and (ii) not liable for the security deposit unless it is actually received from Lessor are reasonable provisions. The Lessee agrees to execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required subordination agreements from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in at the form customarily required by such beneficiary) to subordinate request of the Lessor subordinating this Lease and the any Memorandum of this Lease, to easements, rights of Tenant under this Lease to any ground way, development agreements, covenants, conditions and restrictions, or underlying lease other instruments and documents necessary or appropriate to the lien development of any mortgage or deed of trustthe Project and the Building as determined by the Lessor; provided, however, that no term or provision of any such beneficiary may, by written notice to Tenant given at any time, subordinate instrument or document shall materially diminish or change the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance rights of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLessee hereunder.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this SectionSection 13.1. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any reasonable instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) business days following written request of Landlord (or the beneficiary under any deed of trust encumbering the BuildingPremises), execute and deliver all reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any commercially reasonable subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiaryagreement) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Notwithstanding this Section 13.1, Tenant shall agree only be obligated to subordinate its leasehold interest to any mortgage, deed of trust, or underlying lease now or hereafter placed upon the Premises if the instrument evidencing such subordination does not require Tenant to increase its leasehold obligations and if the holder of such mortgage or deed of trust or the landlord under such underlying lease will grant to Tenant a commercially reasonable non-disturbance agreement, which will provide that Tenant, notwithstanding any purchaser at a foreclosure sale or lender taking title under a deed default of Landlord hereunder, shall have the right to remain in lieu possession of foreclosure the Premises in accordance with the terms and provisions of this Lease for so long as Tenant shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsdefault under this Lease. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building Premises are intended third party beneficiaries of this SectionSection 13.1.

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee of its mortgagees/a mortgage or a beneficiary of a deed of trust beneficiariesnow or hereafter encumbering all or any portion of the Building or Site, or any lessor of any ground or master lease now or hereafter affecting all or any portion of the Building or Site, this Lease shall be either superior or subject and subordinate at all times to all such ground or underlying leasesmaster leases (and such extensions and modifications thereof), and to the lien of such mortgages and deeds of trust, if any, which may hereafter affect the Building, trust (as well as to any advances made thereunder and to all renewals, modificationsreplacements, consolidations, replacements modifications and extensions thereof; provided). As a condition precedent to the effectiveness of any such subordination of this Lease to any future ground or master leases or the lien of any future mortgages or deeds of trust, Landlord shall provide to Tenant a commercially reasonable non-disturbance and attornment agreement in recordable form in favor of Tenant in a mutually acceptable form executed by such future ground lessor, master lessor, mortgagee or deed of trust beneficiary, as the case may be, which shall provide that Tenant's quiet possession of the Premises shall not be disturbed on account of such subordination to such future lease or lien so long as Tenant is not in default beyond any applicable cure period under any provisions of this Lease. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any or all ground or master leases or the lien of any or all mortgages or deeds of trust to this Lease. In the event that any ground or master 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, at the election of Landlord's successor in interest, Tenant shall attorn to and become the tenant of such successor. Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease shall not be terminated or Tenant’s quiet enjoyment and the obligations of the Premises disturbed Tenant hereunder in the event of termination any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to Landlord within fifteen (15) business days after receipt of written demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground or underlying lease, master lease or the foreclosure lien of any such mortgage or deed of trust, . Should Tenant fail to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosuresign and return any such documents within said 15 business day period, Tenant shall become a tenant of and attorn to be in default hereunder without the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien benefit of any mortgage additional notice or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed cure periods specified in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSubparagraph 25.1 above.

Subordination. At the option Any and all rights of Landlord or Guarantor under any of its mortgagees/deed of trust beneficiariesand all debts, this Lease shall be either superior or subordinate liabilities and obligations owing from Borrower to all ground or underlying leasesGuarantor, mortgages including any security for and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination guaranties of any such ground obligations, whether now existing or underlying leasehereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Indebtedness. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to pay to GBC the foreclosure entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar as may be necessary for that purpose, Guarantor hereby assigns and transfers to GBC all rights to any and all debts, liabilities and obligations owing from Borrower to Guarantor, including any security for and guaranties of any such mortgage obligations, whether now existing or deed of trusthereafter arising, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordinationpayments, nondisturbance dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and attornment agreement in held as trustee for the form customarily required by such beneficiary) benefit of GBC and shall forthwith be paid over to subordinate this Lease and the rights of Tenant under this Lease GBC to any ground or underlying lease or be applied to the lien of Indebtedness in such order and sequence as GBC shall in its sole discretion determine, without limiting or affecting any mortgage other right or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant remedy which GBC may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. Guarantor hereby expressly waives any right to set-off or assert any counterclaim against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsBorrower. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.*AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT

Subordination. At This Lease, the option of Landlord or any of its mortgagees/deed of trust beneficiariesTerm and estate hereby granted, this Lease are and shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds the lien of trust, if any, each mortgage which may now or at any time hereafter affect Landlord’s interest in the real property, Building, and to all renewalsparking facilities, modificationsCommon Areas or portions thereof and/or the land thereunder (an “underlying mortgage”), consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment regardless of the Premises disturbed in interest rate, the event terms of termination repayment, or the use of the proceeds of any such ground or underlying lease, mortgage. Tenant shall from time to time execute and deliver such instruments as Landlord or the foreclosure holder of any such mortgage or deed of trustmay reasonably request to confirm the subordination provided in this Section 14.1. Landlord shall use commercially reasonable efforts deliver to Tenant for execution a commercial non-disturbance agreement from EUROHYPO AG, to which this Lease has been subordinated pursuant to this Section. In the event New York Branch, as Administrative Agent on behalf of a termination or foreclosuresyndicate of lenders (collectively, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10“Lender”) days following written request of Landlord (or which is the beneficiary under any a first-lien deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required of Exhibit F attached hereto and made a part hereof (“SNDA”). Lender requires that Tenant and ▇▇▇▇▇▇▇▇ execute the SNDA prior to ▇▇▇▇▇▇’s execution thereof. Except with respect to the initial SNDA from the existing Lender as of the date hereof, Tenant shall pay the costs [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. associated with ▇▇▇▇▇▇’s processing (and, if revisions are requested by ▇▇▇▇▇▇, negotiating any modifications to such beneficiaryinstrument) of such SNDA, including any legal fees incurred with respect thereto, not to subordinate this Lease and exceed $[***]. As a condition to the rights subordination of Tenant under this Lease to any ground or future underlying lease or mortgage, Landlord agrees to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable obtain for the return benefit of any security deposit not actually recovered by such purchaser Tenant a commercially reasonable form of subordination, non-disturbance and attornment agreement from the lender or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries lessor, as applicable, under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionevery underlying mortgage.

Subordination. Except as otherwise provided in this Section 14.8, any indebtedness of any Borrower now or hereafter owing to any other Borrower is hereby subordinated to the Obligations, whether heretofore, now or hereafter created, and whether before or after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Required Lenders, pay in whole or in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the option request of Landlord Administrative and Collateral Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Administrative and Collateral Agent all or any part of such subordinated indebtedness and any amount so paid to Administrative and Collateral Agent at its mortgagees/deed of trust beneficiaries, this Lease request shall be either superior applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrower as trustee for Administrative and Collateral Agent and Lenders and shall be paid over to Administrative and Collateral Agent immediately on account of the Obligations, but without otherwise affecting in any manner any such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or subordinate other proceeding in which the filing of claims is required by law in respect of any indebtedness of the other Borrowers to such Borrower, and Administrative and Collateral Agent and Lenders shall be entitled to all ground of any such Borrower’s rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed, Administrative and Collateral Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in Borrowers’ name or, in Administrative and Collateral Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, Administrative and Collateral Agent’s nominee. In all such cases, whether in administration, bankruptcy or underlying leasesotherwise, mortgages the person or persons authorized to pay such claim shall pay to Administrative and deeds of trust, if any, which may hereafter affect Collateral Agent the Buildingfull amount payable on the claim in the proceeding, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, the full extent necessary for that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of purpose any such ground Borrower hereby assigns to Administrative and Collateral Agent, for itself and the ratable benefit of Lenders, all such Borrower’s rights to any payments or underlying lease, or distributions to which such Borrower otherwise would be entitled. If the foreclosure of amount so paid is greater than any such mortgage or deed of trustBorrower’s liability hereunder, to which this Lease has been subordinated pursuant to this Section. In Administrative and Collateral Agent will pay the event of a termination or foreclosure, Tenant shall become a tenant of and attorn excess amount to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionperson entitled thereto.

Subordination. At Without die necessity of any additional document being executed by Tenant for the option purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/bona fide mortgagee or deed of trust beneficiariesbeneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to die land of which die Prcmiscs are a part, die rights of Tenant under this Lease and this Lease shall be either superior or subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed afficting the Building or the land upon which the Building is situated or both, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Lot, ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and deeds upon the request of trustsuch successor to Landlord, if anyattorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Premises so long as Tenant is not in default under of the ternis and provisions of this Lease. The successor in interest to Landlord following foreclosure, this Lease sale or deed in licu thereof shall not be terminated (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any officts or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to die extent any portion or all of such Security Deposit has not already been forfcited by, or refunded to, Tenant’s quiet enjoyment . Landlord shall be liable to Tenant for all or any portion of the Premises disturbed Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in the event interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of termination a demand or request by Landlord and in die form requested by Landlord, ground lessor, mortgagee or bcncficiary, any additional documents evidencing die priority or subordination of this Lease with respect to any such ground [cases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, to which this Lease has been subordinated pursuant to this Sectionat Landlord's option, constitute a material default hereunder. In the event of a termination or foreclosure, It is further agreed "t Tenant shall become a tenant of and attorn be liable to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this LeaseLandlord, and shall promptly execute indemnify Landlord from and against any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoloss, within ten (10) days following written request of Landlord (cost, damage or the beneficiary under expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights failure of Tenant under this Lease to any ground execute or underlying lease or deliver to the lien of any mortgage or deed of trust; provided, however, that Landlord any such beneficiary mayadditional documents, by written notice to Tenant given at together with any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionEnforcement Expenses.

Subordination. At (A) Notwithstanding anything herein to the option of Landlord or contrary, no Incentive Management Fee with respect to any of its mortgagees/deed of trust beneficiaries, this Lease Fiscal Year shall be either superior paid by the Partnership or accepted by Manager until (i) all of the interest and principal due and payable during such month or Fiscal Year, as the case may be, with respect to the First Mortgage Loan and the Subordinated Mortgage Loan (as those terms are defined in the Venture Agreement) (the "Loans") shall have been paid or provided for by the Partnership, and (ii) all interest and principal on any Additional Loan or Deficiency Loan and payments of any Preferred Return and Deferred Preferred Return, as those terms are defined in the Venture Agreement, due for such Fiscal Year and any prior Fiscal Year shall have been paid or provided for by the Partnership (all of the foregoing being herein referred to as "Senior Obligations"). All payments of the Incentive Management Fee with respect to any Fiscal Year shall be subordinate to all ground or underlying leases, mortgages the Senior Obligations in accordance with this Section 5.4 and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not any payments received by Manager in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment violation of the Premises disturbed foregoing shall be held in trust by Manager for the benefit of the holders of the Senior Obligations and shall be paid over or delivered to the holders of the Senior Obligations in accordance with their respective payment priorities. In addition, in the event of termination (a) a default under the Loans causing acceleration of any such ground the Loans or underlying lease(b) a sale by the Partnership of all or substantially all of the Resort or (c) the condemnation or insured casualty loss of all or substantially all of the Resort or (d) the liquidation, dissolution or winding up of the foreclosure of any such mortgage or deed of trustPartnership, no Incentive Management Fee shall be paid to which this Lease has Manager until all Senior Obligations have been subordinated pursuant to this Section. paid in full. (B) In the event that notwithstanding the provisions of this Section 5 subordinating the payment of the Incentive Management Fee to the Senior Obligations in the circumstances set forth herein, Manager shall receive any payment in respect of the Incentive Management Fee at a termination time when such payment is prohibited by this Section 5 because the subordination provisions of Section 5.4.1 are deemed invalid or foreclosureunenforceable by a court of competent jurisdiction, Tenant then and in such event such payment shall be received and held in trust by Manager for the benefit of the holders of the Senior Obligations and shall be paid over or delivered to the holders of the Senior Obligations in accordance with their respective payment priorities. In such event, Manager shall become a tenant of and attorn subrogated to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or such holders to the lien extent it has turned over payments so received. (C) Any Incentive Management Fee due Manager but which is not paid by the Partnership by reason of the foregoing subordination shall be accrued and carried over, with simple interest at the rate of 10% per annum, until the Partnership shall have paid or provided for payment of the Senior Obligations to the extent provided in this Section 5.4.1 and shall thereafter be paid to Manager. If requested, Manager shall enter into an appropriate subordination agreement evidencing the foregoing if requested by the lenders of the First Mortgage Loan and/or Subordinated Mortgage Loan. Except for the Loans, the Deficiency Loans, the Additional Loans, the Preferred Return and Deferred Preferred Return, the Partnership shall not, without the prior written consent of Manager, enter into any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice agreement which requires the Partnership to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale Basic Management Fee or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionIncentive Management Fee.

Subordination. At the option of Landlord or This Lease shall be subject and subordinate to any of its mortgagees/mortgage, deed of trust beneficiariesor ground lease now or hereafter placed upon the Premises, the Complex, the Property or any portion thereof by Lessor or its successors or assigns, and to amendments, replacements, renewals and extensions thereof. Lessee agrees at any time hereafter, upon demand to execute and deliver any instruments, releases or other documents that may be reasonably required for the purpose of subjecting and subordinating this Lease, as above provided, to the lien of any such mortgage, deed of trust or ground lease. It is agreed, nevertheless, that as long as Lessee is not in default in the payment of Base Rent, Additional Rent, and 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 either deemed prior and superior in lien to such mortgage, deed of trust or subordinate ground lease, whether this Lease is dated prior to all or subsequent to the date of such mortgage, deed of trust or ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildinglease, and to all renewalsLessee shall execute such attornment agreement as may be reasonably requested by said holder. Lessee agrees, modificationsprovided the mortgagee, consolidationsground lessor or trust deed holder under any mortgage, replacements and extensions thereof; providedground 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 so long as Tenant is not in default under this LeaseLessee shall give such mortgagee, this Lease shall not be terminated ground lessor, trust deed holder or Tenant’s quiet enjoyment other secured party ("Mortgagee"), simultaneously with delivery of the Premises disturbed in the event of termination notice to Lessor, by registered or certified mail, a copy of any such ground or underlying lease, or notice of default served upon Lessor. Lessee further agrees that said Mortgagee shall have the foreclosure of right to cure any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon alleged default during the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for period that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time Lessor has to time by Landlord or cure such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiondefault.

Subordination. At the option of Landlord or This Lease shall be subject and subordinate to any of its mortgagees/mortgage, deed of trust beneficiariesor ground lease now or hereafter placed upon the Premises, the Office Complex, the Property or any portion thereof by Lessor or its successors or assigns, and to amendments, replacements, renewals and extensions thereof. Lessee agrees at any time hereafter, upon demand, to execute and deliver any instruments, releases or other documents that may be reasonably required for the purpose of subjecting and subordinating this Lease, as above provided, to the lien of any such mortgage, deed of trust or ground lease. It is agreed, nevertheless, that as long as Lessee is not in default in the payment of Base Rent, Additional Rent, and 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 either deemed prior and superior in lien to such mortgage, deed of trust or subordinate ground lease, whether this Lease is dated prior to all or subsequent to the date of such mortgage, deed of trust or ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildinglease, and to all renewalsLessee shall execute such attornment agreement as may be reasonably requested by said holder or Lessor. Lessee agrees, modificationsprovided the mortgagee, consolidationsground lessor or trust deed holder under any mortgage, replacements and extensions thereof; providedground 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 so long as Tenant is not in Lessee shall give such mortgagee, ground lessor, trust deed holder or other secured party ("Mortgagee"), simultaneously with delivery of notice to Lessor, by registered or certified mail, a copy of any such notice of default under 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, this Lease shall not be terminated or Tenant’s quiet enjoyment of Lessor agrees to provide an express "non-disturbance" agreement from the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien holder of any mortgage or deed of trust; provided, however, that any trust in place as of such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s 's mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At 19.1 This lease and all rights of Tenant hereunder are and shall be subject and subordinate to the option lien of Landlord any first priority mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof which may now or hereafter affect Landlord’s fee title to the Premises or the Landlord’s interest hereunder and to any modifications, renewals, consolidations, extensions, or replacements of any of its mortgagees/deed the foregoing. Simultaneously with the full execution of trust beneficiariesthis lease, this Lease Landlord shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trustobtain a nondisturbance agreement on Tenant’s behalf from the existing mortgagee, if any, which may hereafter affect on such mortgagee’s commercially reasonable standard form (and in recordable form) (“SNDA”), stating such mortgagee or any purchaser in a foreclosure sale shall recognize and be bound by the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not terms of this lease upon a foreclosure or deed in default under this Lease, this Lease shall not be terminated lieu thereof (or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground lease). With respect to all future mortgagees, Landlord shall secure for and promptly deliver to Tenant an SNDA from each future mortgagee hereafter encumbering the Shopping Center. In confirmation of such subordination, Tenant, shall, upon thirty (30) days written demand, execute, seal and deliver to Landlord, without expense to Landlord, any or underlying lease, or all instruments in recordable form that may be requested by Landlord to evidence the foreclosure subordination of this lease and all rights hereunder of the lien of any such mortgage mortgage, deed to secure debt, deed to trust or deed of trustother instrument in the nature thereof, to which this Lease has been subordinated pursuant to this Sectionand each renewal, modification, consolidation, replacement, and extension thereof. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn Subject to the successor-in-interest provisions of this Article XIX. in addition Tenant shall, upon at least thirty (30) days of Landlord’s prior written request, execute, seal and deliver to Landlord upon the same terms without expense to Landlord, any and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as that may be required from time necessary to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate make this Lease and the rights of Tenant under this Lease to any ground or underlying lease or inferior to the lien of any mortgage or such mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof, and each renewal, modification, consolidation, replacement, and extension thereof. (a) If the holder of any mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof shall hereafter succeed to the rights of the Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease, then, Tenant shall attorn to and recognize such successor as Tenant’s Landlord under this lease, and shall execute and deliver any instrument that may be necessary to evidence such attornment. (b) Upon the attornment provided for in subsection (a) above, this lease shall continue in full force and effect as a direct lease between such successor Landlord and Tenant, subject to all the terms, covenants, and conditions of this lease; provided, however, that any such beneficiary mayholder, by written notice to Tenant given at any timeas successor Landlord, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by returning to Tenant, nor crediting against any rent due hereunder, any advance rentals previously paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsby Tenant to Landlord. Tenant acknowledges that Please initial: Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.: Tenant:

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project and to the lien of any mortgage, mortgages and deeds of trusttrust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in default under this Leasehereunder beyond applicable notice and cure periods. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within five (5) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease shall not be terminated to any such mortgages, trust deeds, ground leases or underlying leases, provided that such instruments or assurances include customary non-disturbance protection for Tenant’s quiet enjoyment . Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Premises disturbed Tenant hereunder in the event of termination of any such ground foreclosure proceeding or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsale.

Subordination. At Without the option necessity of Landlord any additional document being executed by Tenant for the purpose of effecting a subordination, the Lease shall be and is hereby declared to be subject and subordinate at all times to: (a) all ground leases or underlying leases which may hereafter be executed affecting the Premises and/or the land upon which the Premises and Project are situated, or both; and (b) any of its mortgagees/mortgage or deed of trust beneficiarieswhich may be placed upon the Building, this Lease shall be either superior the Project and/or the land upon which the Premises or subordinate to all the Project are situated, or said ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items which is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and deeds become the Tenant of trust, if any, which may hereafter affect the Building, and successor in interest to all renewals, modifications, consolidations, replacements and extensions thereof; provided, Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this LeaseLease beyond the expiration of all applicable grace, notice and cure periods. Within ten (10) days after request by Landlord, Tenant shall execute and deliver any commercially reasonable additional documents evidencing Tenant's attornment or the subordination of this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of with respect to any such ground leases or underlying lease, leases or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In in the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument form reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time requested by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground landlord, mortgagee, or underlying lease or to the lien of any mortgage or beneficiary under a deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionnondisturbance requirement.

Subordination. At This Lease is and shall be expressly subject and subordinate at all times to the option lien of Landlord any present or any of its mortgagees/future mortgage or deed of trust beneficiariesencumbering fee title to the Leased Premises; provided, however, that such subordination is conditioned upon Tenant first receiving from the mortgagee, beneficiary or purchaser at foreclosure, as the case may be, a commercially reasonable subordination, non-disturbance and attornment agreement that provides, in pertinent part, that Tenant’s occupancy of the Leased Premises and other rights under this Lease shall not be either superior disturbed by reason of the foreclosure of such mortgage or subordinate to all ground or underlying leasestrust deed, mortgages and deeds of trustas the case may be, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of . If any such mortgage or deed of trusttrust be foreclosed, to which this Lease has been subordinated pursuant to this Section. In upon request of the event of a termination mortgagee or foreclosurebeneficiary, as the case may be, Tenant shall become a tenant of and will attorn to the successorpurchaser at the foreclosure sale. The foregoing provisions are declared to be self-in-interest to Landlord upon the same terms operative and conditions as are contained in this Lease, and no further instruments shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or effect such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trustsubordination and/or attornment; provided, however, that subordination of this Lease to any such beneficiary maypresent or future mortgage or trust deed shall be conditioned upon the mortgagee, by written notice to Tenant given at any timebeneficiary, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any or purchaser at a foreclosure sale or lender taking title foreclosure, as the case may be agreeing that Tenant’s occupancy of the Leased Premises and other rights under a deed in lieu of foreclosure this Lease shall not be responsible for any act disturbed by reason of the foreclosure of such mortgage or omission trust deed, as the case may be, so long as Tenant is not in default under this Lease beyond the applicable notice and cure period. Within ten (10) business days following receipt of a prior landlordwritten request from Landlord, Tenant shall not be subject execute and deliver to Landlord, without cost, any offsets instrument that Landlord deems reasonably necessary or defenses Tenant may have against a prior landlord, and shall not be liable for desirable to confirm the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries subordination of this SectionLease.

Subordination. At Without the option necessity of Landlord any additional documents being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord, or any current or future mortgagee or holder of its mortgagees/deed of trust beneficiarieswith a lien on the Building or the Project or any ground lessor with respect to the Building or the Project (each, a “Holder”), this Lease shall be either superior or subject and subordinate to at all times to: (a) all ground leases or underlying leases, mortgages and deeds of trust, if any, leases which may now exist or hereafter affect be executed affecting the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying leaseProject, or the foreclosure of any such mortgage or deed of trust, to land upon which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease Building and the rights of Tenant under this Lease to any ground Project are situated, or underlying lease or to both; and (b) the lien of any mortgage or deed of trust; providedtrust which may now exist or hereafter be executed in any amount for which the Building, howeverthe Project, that the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). With respect to any Security Instrument existing as of the Commencement Date, Landlord shall use commercially reasonable efforts to assist Tenant in obtaining a commercially reasonable non-disturbance agreement from the Holder thereof. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground leases or any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust liens to this Lease. Tenant shall agree In the event that any purchaser at ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a foreclosure sale or lender taking title under a deed conveyance in lieu of foreclosure shall not be responsible is made for any act or omission of a prior landlordreason, shall not be subject Tenant shall, notwithstanding any subordination, attorn to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for become the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance tenant of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successorssuccessor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and all beneficiaries under deeds of trust encumbering agrees to execute and deliver, within ten (10) business days after demand by Landlord therefor, any additional documents evidencing the Building are intended third party beneficiaries priority or subordination of this SectionLease with respect to any such Security Instruments. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all ground ------------- or underlying leases, mortgages and deeds of trust, if any, trust which may hereafter now affect the Building, Building or any part of the Building and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. This Lease may, that so long as at the option of Landlord, be subordinate to any ground or underlying leases, mortgages, deeds of trust or other lien which may hereafter affect the Building or any part thereof and Tenant is not will execute and deliver upon the demand of Landlord from time to time any and all instruments desired by Landlord, subordinating, in default under this Leasethe manner requested by Landlord, this Lease shall not be terminated to such lease, mortgage, deed of trust or Tenant’s quiet enjoyment other lien, provided such lease, mortgage, deed of the Premises disturbed trust or lien provides that in the event of termination of such lease or foreclosure of such mortgage, deed of trust or lien, any successor to any interest of Landlord in the Building will not disturb Tenant's possession of the Premises if Tenant attorns to such successor as Landlord and otherwise performs its obligations under this Lease. Tenant agrees that Tenant shall attorn to any Landlord under any ground lease affecting the Building in the event of the termination or cancellation of such ground lease or underlying lease, to any purchaser upon foreclosure or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated sale pursuant to this Sectionany lien. In the event of a termination of such ground lease or foreclosureforeclosure of such mortgage, Tenant shall become a tenant of and attorn deed or trust or other lien, any successor to the successor-in-any interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or in the beneficiary under Building shall have no liability to repay to Tenant any deed of trust encumbering the Building), execute and deliver all instruments as security deposit paid to any prior Landlord. Landlord may be required from time to time grant or declare such restrictions or covenants as may be reasonably required by Landlord or adopt and record such beneficiary (including without limitation any subordinationparcel maps, nondisturbance and attornment agreement in the form customarily subdivision maps or condominium plans as may be reasonably required by Landlord relating to all or any portion of the Building and the provisions of all such beneficiary) documents shall be senior to subordinate this Lease and Tenant shall sign any of such documents upon receipt of Landlord provided such documents do not unreasonably interfere with the rights use of the Premises by Tenant under as permitted by this Lease to any ground or underlying lease or to Lease. Tenant acknowledges the lien right of the holder of any first mortgage or deed other first security interest in all or any part of trust; provided, however, that any such beneficiary may, by written notice the Building to Tenant given at any time, subordinate the lien of its deed of trust first mortgage or other first security interest either in whole or in part to this Lease. Tenant shall agree agrees at any time, and from time to time, upon not less than five (5) days notice, to execute, acknowledge and deliver to such holder the Tenant's agreement to such subordination in such form as such holder may require. Without limiting the generality of the foregoing, the form of subordination of the first mortgage or other first security interest may provide that it does not affect, is not applicable to, and expressly excludes the following: (i) the prior right, claim and lien of the first mortgage or first security interest in, to and upon any purchaser at a foreclosure sale award or lender taking title under a deed in lieu of foreclosure shall not other compensation heretofore or hereafter to be responsible made for any act taking by eminent domain of any part of the Building, and to the right of disposition thereof in accordance with the provisions of the first mortgage or omission first security interest; (ii) the prior right, claim and lien of a prior landlordthe first mortgage or first security interest in, shall not be subject to and upon any offsets proceeds payable under all policies of fire and rent insurance upon the Building, or defenses Tenant any part thereof, and as to the right of disposition thereof in accordance with the terms of the first mortgage or first security interest; and (iii) any lien, right, power or interest, if any, which may have against a prior landlord, and shall not be liable for arisen or intervened in the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance period between the recording of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-first mortgage or first security interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries execution of this SectionLease, or any lien or judgment which may arise at any time under the terms of this Lease.

Subordination. At 29.1 This Lease and the option rights of Landlord or any of its mortgagees/deed of trust beneficiariesLessee hereunder, this Lease shall be either superior or subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may or any other hypothecation or security now or hereafter affect placed upon the Building, Premises or any portion thereof and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, provided that Lessee shall have received a reasonably satisfactory nondisturbance agreement from the holder of such senior interest. Notwithstanding such subordination, Lessee's right to quiet possession of the Premises shall not be disturbed if Lessee is not in default beyond any applicable notice and cure period and so long as Tenant Lessee shall pay the rent and observe and perform all of the terms and provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior or superior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. 29.2 Lessee agrees to execute any documents required to effectuate an attornment, a Subordination or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be; provided that any holder of any mortgage, deed of trust or similar security instrument or any ground lessor shall agree in writing that in the event any mortgage, deed of trust or security instrument is foreclosed or a conveyance in lieu of foreclosure is made, or any ground lease or underlying lease terminates, Lessee's quiet enjoyment and possession of the Premises and other rights under this Lease shall not be disturbed so long as Lessee is not in default under this Lease, the terms and provisions of this Lease shall beyond any applicable notice and cure period and subject to any standard exclusions to Lessee's rights under the Lease which any holder or any ground lessor may require in such writing provided that such standard exclusions do not be terminated expand Lessee's obligations or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any materially decrease Lessee's rights hereunder. Lessee's failure to execute such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, documents within ten (10) business days following after written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time demand shall constitute a default by Landlord or such beneficiary (including Lessee hereunder without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written further notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLessee.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesa. Subject to and conditioned upon compliance with Section 37b, this Lease shall be either superior or is subject and subordinate to all ground or underlying leases, and expressly subordinate to the lien all mortgages and deeds of trust, if any, which may now or hereafter affect such leases or the Building, Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground lease or underlying leasemortgage. This provision shall be self-operative and no further instrument or act on the part of Tenant shall be necessary to effect such subordination. Tenant will nevertheless execute within five (5) days any instrument confirming such subordination requested by Landlord, subject to delivery of the SNDA as provided below. Landlord agrees to use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement in substantially the form attached hereto as Exhibit “D” hereto (an “SNDA”) from its current mortgagee, with such immaterial changes thereto that Tenant may approve in its reasonable discretion, provided Tenant shall not be obligated to agree to changes which are not customary and reasonable and consistent with the substantive provisions of Exhibit “D,” nor shall Tenant be obligated to agree to changes which materially increase Tenant’s obligations or materially diminish its rights under this Lease. Should Landlord fail to deliver such SNDA from the foreclosure existing mortgagee within thirty (30) days after the full execution and delivery of this Lease, Tenant shall have the right to terminate this Lease, in which event no party shall have any further liability or obligation under this Lease. If Tenant fails to exercise such right of termination on or before the sixtieth (60th) day after full execution and delivery of this Lease, such right shall be waived. b. It is a condition precedent, however, to such subordination provisions of subsection 37a to any future mortgages or ground leases that Landlord and each holder of any such mortgage or future mortgage, deed of trust, to which this Lease has been subordinated pursuant to this Section. In other security instrument or encumbrance placed upon or affecting the event of Property and each underlying lessor (a termination or foreclosure, Tenant “Future Mortgagee”) shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), first execute and deliver all instruments to Tenant an SNDA substantially in the form annexed hereto as Exhibit D or such other commercially reasonable form as may be required from time by such Future Mortgagee provided the protections afforded to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement the Tenant in Exhibit D are also contained in the form customarily required by such beneficiary) Future Mortgagee. ▇▇▇▇▇▇ agrees to negotiate in good faith any changes to the form of the SNDA required by an institutional first mortgage Lender provided such changes are customary and reasonable and not inconsistent with the substantive provisions of Exhibit D, and which do not materially increase Tenant’s obligations or materially diminish its rights under this Lease. If any Future Mortgagee does not enter into an SNDA with ▇▇▇▇▇▇ as provided herein, such mortgage, deed of trust, other security instrument or encumbrance will be subordinate to this Lease and the to Tenant’s rights hereunder, including without limitation, ▇▇▇▇▇▇’s rights under Section 75 of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all ground Mortgages now or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect placed upon the Building, and all other encumbrances and matters of public record applicable to all renewalsthe Building, modificationsincluding without limitation, consolidationsany reciprocal easement or operating agreements, replacements covenants, conditions and extensions thereof; provided, that so long as restrictions and Tenant is not in default under this Lease, this Lease shall not be terminated act or Tenant’s quiet enjoyment of permit the Premises disturbed to be operated in the event violation thereof. If any foreclosure or power of termination sale proceedings are initiated by any Lender or a deed in lieu is granted (or if any ground lease is terminated), Tenant agrees, upon written request of any such ground Lender or underlying lease, or the any purchaser at such foreclosure of any such mortgage or deed of trustsale, to which this Lease has been subordinated pursuant attorn and pay Rent to this Section. such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment In the event of a termination or foreclosureattornment, Tenant no Lender shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten be: (10i) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible liable for any act or omission of a prior landlordOwner, shall not be or subject to any offsets or defenses which Tenant may might have against a Owner (prior landlordto such Lender becoming Owner under such attornment), and shall not be (ii) liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid prepaid Rent not actually received by such Lender, or (iii) bound by any future modification of this Lease not consented to by such Lender. Any Lender may elect to make this Lease prior to the lien of its Mortgage, and if the Lender under any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written notice to Tenant. Tenant agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Tenant upon Owner, provided that prior to such notice Tenant has been notified in advance writing (by way of service on Tenant of a copy of an assignment of leases, or otherwise) of the calendar month name and address of such Lender. Tenant further agrees that if Owner shall have failed to cure such default within the time permitted Owner for cure under this Lease, any such Lender whose address has been so provided to Tenant shall have an additional period of thirty (30) days in which the transfer to cure (ur such additional time as may be required due to causes beyond such Lender's control, including time to obtain possession of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries by power of sale or judicial action or deed in lieu of foreclosure). The provisions of this SectionArticle shall be self-operative; however, Tenant shall execute such documentation as Owner or any Lender may request from time to time in order to confirm the matters set forth in this Article in recordable form. To the extent not expressly prohibited by Law, Tenant waives the provisions of any Law now or hereafter adopted which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease or Tenant's obligations hereunder if such foreclosure or power of sale proceedings are initiated, prosecuted or completed.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant's rights under this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Leaseare, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute always be subject and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien operation and effect of any mortgage or deed of trust; providedtrust or any other instrument of financing now or hereafter placed upon the Facility or any part thereof by Landlord, howeveror any renewal, that modification, consolidation, replacement or extension of any such beneficiary mayinstrument (hereinafter collectively referred to as "Financing Instrument"). The foregoing sentence shall not authorize or allow any mortgagee, by written notice financing institution, lender any party acquiring title to Tenant given at any time, subordinate the lien Facility as a result of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure or other sale under a Financing Instrument or by deed in lieu of foreclosure, or any other successor to or transferee of the rights of any mortgagee, financing institution, or lender taking title (collectively, including any successor or transferee, "Bank") to cancel or affect any of Tenant's rights under a this lease upon the default of Landlord for non-payment, bankruptcy or receivership. Tenant's rights under this Lease shall survive any action against Landlord. If the interest of the Landlord in the Facility shall be transferred to or owned by any Bank by reason of foreclosure or other proceedings brought by Bank, or by deed in lieu of foreclosure or in any other manner, Tenant shall not be responsible for any act or omission bound to Bank under all of a prior landlordthe terms, shall not be subject to any offsets or defenses Tenant may have against a prior landlordcovenants, and shall not be liable conditions of this Lease for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance balance of the calendar month term thereof remaining and any extensions or renewals thereof that may be effected in which accordance with any option therefor in this Lease. The foregoing provisions shall be self-operative, and no further instrument of subordination shall be necessary, but Tenant shall execute promptly any instrument of subordination that Landlord or Bank may request. In the transfer event that Tenant fails to execute any instrument of title occurred; provided subordination that Landlord or Bank may request within ten (10) days, beginning on the foregoing eleventh (11th) day, Tenant shall not release owe Landlord One Hundred Fifty Dollars ($150.00) per day to compensate Landlord as liquidated damages for the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of additional costs incurred by Landlord in satisfying its lender in accordance with this Sectionprovision.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall at all times be either superior or and remain subject and subordinate to all ground or underlying leasesthe lien of any mortgage, mortgages and deeds deed of trust, if any, which may ground lease or underlying lease now or hereafter affect in force against the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not advances made or hereafter to be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord made upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposesecurity thereof. Tenant shall also, execute and return to Landlord any customary documentation requested by Landlord in order to confirm the foregoing subordination within ten (10) days following after Landlord’s written request of Landlord (request. In the event any proceedings are brought for foreclosure, or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and event of the rights exercise of Tenant the power of sale under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust made by the Landlord covering the Premises, however, that Tenant shall attorn to the purchaser at any such beneficiary mayforeclosure, by written notice or to Tenant given at any time, subordinate the lien grantee of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure foreclosure, and recognize such purchaser or grantee as the Landlord under this Lease. Tenant agrees that no mortgagee or successor to such mortgagee shall not be responsible (A) bound by any payment of Base Rent or Additional Rent for more than One (1) month in advance, (B) liable for damages for any breach, act or omission of a any prior landlord, shall not be or (C) subject to any offsets claim of offset or defenses that Tenant may have against a any prior landlord, and ; provided that such mortgagee or successor shall not be liable for relieved of the return obligation to comply with all of the Landlord’s obligations under the Lease accruing from and after the date such mortgagee or successor takes title to the Project, irrespective of whether the original non-compliance with any such obligation arose prior to and is continuing as of such date, or arose on or after such date (provided however that if such obligation arose prior to the date such mortgagee or successor took title to the Project, such mortgagee or successor shall not be deemed in default until after the provision of any security deposit notice of default required by this Lease to such mortgagee or successor, and its failure to cure same within the cure period provided for herein). Deed of Lease Alliance Home Funding, LLC Page 30 of 63 The foregoing notwithstanding, Landlord shall use commercially reasonable efforts to obtain (provided the same shall not actually recovered by such purchaser or bound by be deemed a condition precedent to the effectiveness hereof) from any rent paid in advance current and future mortgagee of the calendar month Building, a subordination and non-disturbance agreement in which favor of Tenant, on such mortgagee’s standard form, protecting the transfer interests of title occurred; provided Tenant and providing that Tenant’s occupancy of the foregoing Premises shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds be disturbed as a result of trust encumbering a foreclosure of the Building are intended third party beneficiaries of this Sectionas long as Tenant is not then in default hereunder.

Subordination. At This Lease is subject and subordinate to the option lien of Landlord or any of its mortgagees/deed and all mortgages (which term “mortgages” shall include both construction and permanent financing and shall include deeds of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds similar security instruments) of trust, if anyLandlord’s mortgage lenders (“Mortgagee”), which may now or hereafter encumber or otherwise affect the Land or the Building, or Landlord’s leasehold therein, and to any and all renewals, extensions, modifications, consolidationsrecastings or refinancings thereof. This clause shall be self-operative and no further instrument of subordination need be required by any Mortgagee or trustee. Nevertheless, replacements if requested by Landlord, Tenant shall execute and extensions thereof; provided, deliver any certificate or other document confirming such AFDOCS//21459967 subordination within [redacted] after Landlord’s request. Tenant agrees that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of if any such ground or underlying lease, or proceedings are brought for the foreclosure of any such mortgage or deed of trustmortgage, Tenant, if requested to which this Lease has been subordinated pursuant to this Section. In do so by the event of a termination or foreclosurepurchaser at the foreclosure sale, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon purchaser, shall recognize the same terms and conditions purchaser as are contained in the landlord under this Lease, and shall promptly execute make all payments required hereunder to such new landlord without any instrument reasonably required by Landlord’s successor deduction or set-off of any kind whatsoever (other than those expressly provided for that purposein this Lease). Tenant shall alsoagrees that upon such attornment to a Mortgagee or purchaser, within ten (10) days following written request of Landlord (such Mortgagee or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible (1) bound by any payment of Monthly Base Rent or additional rent for more than [redacted] in advance, (2) liable for any act or omission or warranty of a any prior landlordlandlord (including Landlord), shall (3) liable for (a) the breach of any representation or warranty made by any prior landlord (including Landlord), (b) any obligation relating to construction of improvements by any prior landlord (including Landlord), or (c) any release of Hazardous Materials not be caused by such Mortgagee after such attornment, (5) liable for return of Security Deposit, except to the extent the Security Deposit has actually been received by the mortgagee, or (6) subject to any offsets or defenses which Tenant may might have against a any prior landlord, and provided, however, that after succeeding to Landlord’s interest under this Lease, such purchaser shall not be liable for perform in accordance with the return terms of this Lease all obligations of Landlord arising after the date such purchaser acquires title to the Building. Tenant waives the provisions of any security deposit not actually recovered law or regulation, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such foreclosure or termination or other proceeding is prosecuted or completed. Anything contained in the provisions of this Section 26 to the contrary notwithstanding, any Mortgagee may at any time subordinate the lien of its mortgage to the operation and effect of this Lease without obtaining the Tenant’s consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to be senior to such purchaser or bound by any rent paid in advance mortgage without regard to their respective dates of execution, delivery and/or recordation among the Land Records of the calendar month in which State of Maryland, and thereafter such Mortgagee shall have the transfer same rights as to this Lease as it would have had, were this Lease executed and delivered before the execution of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch mortgage.

Subordination. At (a) Subordinated Lender hereby postpones and subordinates in right of payment all of the option Subordinated Indebtedness to the Final Payment of Landlord all of the Senior Indebtedness. Subordinated Lender does not, as of the date hereof, hold any Liens or security interests in Borrower's Property. If at any time after the date hereof Senior Lender agrees in writing in its sole discretion to permit such Liens, Subordinated Lender hereby agrees that any Liens, security interests, claims and rights of any kind in favor of, or for the benefit of, Subordinated Lender in, to or against Borrower or Borrower's Property shall be junior, subordinate and subject in all respects to the Liens, security interests, claims and rights against Borrower and/or Borrower's Property of Senior Lender arising from or out of the Senior Indebtedness, which shall under all circumstances be and remain superior and prior in right of payment and enforcement to any Liens arising in favor of Subordinated Lender regardless of the order or time as of which any Liens attach to any of Borrower's Property, and notwithstanding the usual application of the priority provisions of the Uniform Commercial Code as in effect in any jurisdiction or any other applicable law or judicial decision of its mortgagees/deed of trust beneficiariesany jurisdiction, this Lease shall be either superior or subordinate to all ground whether the Subordinated Lender is perfected without filing or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not possession in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment any part of the Premises disturbed in Collateral, the event order or time of termination UCC filings or any other filings or recordings, the order or time of granting of any such ground or underlying leaseLiens, or the foreclosure physical possession of any such mortgage of Borrower's Property until this Agreement is terminated in accordance with Section 25 hereof. (b) Subordinated Lender agrees that the priority of the Senior Indebtedness set forth herein shall continue during any Insolvency Proceeding (including without limitation for any interest which accrues or deed is paid after the commencement of trust, an Insolvency Proceeding). Subordinated Lender further agrees to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments such documents, instruments, lien releases, assignments and financing statements and do such acts as may be required necessary in order for the Senior Lender to establish and maintain a first, valid, prior and perfected security interest in the Collateral. If, after the date of this Agreement, Borrower issues any instrument or document evidencing or pertaining to the Subordinated Indebtedness each such instrument and document shall bear a conspicuous legend, substantially in the form attached hereto as EXHIBIT A, that it is subordinated to the Senior Indebtedness in accordance with the terms of this Agreement. (c) Borrower agrees that Borrower's books shall be marked to evidence the subordination of all of the Subordinated Indebtedness to the holder of Senior Indebtedness, in accordance with the terms of this Agreement. Senior Lender is authorized to examine such books from time to time by Landlord or such beneficiary (including without limitation and to make any subordination, nondisturbance and attornment agreement in the form customarily notations required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionAgreement.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesThis Sub-Lease, this Lease at Lessor's option, shall be either superior or subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may or any other hypothecation for security now or hereafter affect placed upon the Building, Building and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. Such subordination shall be conditioned upon ▇▇▇▇▇▇'s receipt of an agreement from the mortgagee, trustee, or ground lessor, as the case may be, confirming that so long as Tenant's rights under this Sub-Lease shall not be disturbed if Tenant is not in default and pays rent and observes and performs all of the provisions of this Sub-Lease, and such agreement is otherwise in a form which does not materially diminish Tenant's rights or materially increase Tenant's obligations under this Sub-Lease. In addition, Lessor shall use commercially reasonable good faith efforts to obtain such nondisturbance agreement from any mortgagee, trustee or ground lessor with respect to the premises existing at the time of execution of this Sub-Lease as soon as possible following execution. If any mortgagee, trustee, or ground lessor shall elect to have this Sub-Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give notice thereof to Tenant, this Sub-Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any deemed prior to such ground or underlying leasemortgage, or the foreclosure of any such mortgage or deed of trust, or ground lease, whether this Sub-Lease is dated prior to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn subsequent to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Leasedate of said mortgage, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien date of recording thereof. If any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to which this Lease. Tenant shall agree that any purchaser at a foreclosure sale Sub-Lease is subordinate is foreclosed or lender taking title under a deed in lieu of foreclosure is given to the mortgagee or beneficiary, Tenant shall not be responsible for attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; if any act ground lease to which this Sub-Lease is subordinate is terminated, Tenant shall attorn to the ground lessor. ▇▇▇▇▇▇ agrees to execute any documents required to effectuate such subordination or omission of a to make this Sub-Lease prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return lien of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds mortgage, deed of trust encumbering or ground lease, as the Building are intended third party beneficiaries of this Section.case may be, or to evidence such attornment. Premises Rental Sub-Lease

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all present and future ground leases of the Project and to the lien of any mortgages or underlying leases, mortgages and deeds of trusttrust (herein, a “Mortgage”), now or hereafter in force against the Project, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto 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 lease, require in writing that so this Lease be superior thereto. Notwithstanding any contrary provision in this Article 18, a condition precedent to the subordination of this Lease to any future ground lease or to the lien of any future Mortgage is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (a “Future SNDA”) from the lessor or beneficiary of such future instrument, acknowledging that the rights and interests of Tenant under this Lease shall remain in full force and effect and Tenant’s right to possession of the Premises shall not be disturbed during the Lease Term as long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of beyond all applicable notice and cure periods. Tenant covenants and agrees if any such ground or underlying lease, or proceedings are brought for the foreclosure of any such mortgage Mortgage, or deed of trustif any ground lease is terminated, to which attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground lease, as the case may be, if so requested to do so by such purchaser or lessor (but subject to the terms of the Existing SNDA, as defined below, or any Future SNDA, if applicable and then in effect), and to recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, within five (5) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease has been subordinated pursuant to any such Mortgages or ground leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section. In Lease and the obligations of the Tenant hereunder in the event of a termination any foreclosure proceeding or foreclosure, Tenant sale. Landlord shall become a tenant of and attorn use commercially reasonable efforts to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or cause the beneficiary under any of the existing deed of trust encumbering the Building), Project (the “Existing Lender”) to execute and deliver to the parties, within sixty (60) days after the mutual execution and delivery of this Lease, a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit F attached hereto (the “Existing Lender SNDA”), and Tenant shall execute the Existing Lender SNDA promptly after request therefor by Landlord. Tenant shall pay all instruments as may be required from time to time costs and fees incurred by Landlord or such beneficiary in connection with the procurement of the Existing Lender SNDA (including without limitation limitation, any subordination, nondisturbance fees and attornment agreement costs charged to Landlord by the Existing Lender in connection with the form customarily required Existing Lender SNDA) within thirty (30) days after Landlord’s delivery to Tenant of an invoice therefor. Landlord’s failure to cause the Existing Lender to execute and deliver to the parties a fully executed Existing Lender SNDA within such 60-day period or by such beneficiary) to subordinate this Lease and the rights of Tenant any other date shall not constitute a default by Landlord under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedLease, however, that any such beneficiary may, by written notice to and Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible entitled to any remedy under this Lease, nor shall Landlord be liable to Tenant for any act damages or omission of a prior landlord, shall not be subject otherwise due to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered such failure by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At This Lease is and shall be expressly subject and subordinate at all times to the option lien of Landlord any present or any of its mortgagees/future mortgage or deed of trust beneficiariestrust, this Lease shall be either superior or subordinate to all ground or underlying leaseslease, mortgages and deeds or any other method of trust, if any, which may financing or refinancing now or hereafter affect encumbering the BuildingLeased Premises ("Mortgage Lien"), and to all advances made, or hereafter to be made upon the security thereof, and to all increases, renewals, amendments, modifications, consolidations, replacements spreaders, replacements, substitutions and/or extensions of any such Mortgage Lien and extensions thereofto all easements, restrictions, liens, encumbrances, rights-of- way, or other matters affecting the Leased Premises of record as the same may be amended or restated from time to time. If any such Mortgage Lien be foreclosed, upon request of the mortgagee, lessor or beneficiary ("Landlord's Mortgagee"), as the case may be, Tenant will attorn to the purchaser at the foreclosure sale. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that subordination of this Lease to any future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary, or purchaser at foreclosure, as the case may be, agreeing that Tenant's occupancy of the Leased Premises and other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed, as the case may be, so long as Tenant is not in default Default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within Within ten (10) days following receipt of a written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)from Landlord, Tenant shall execute and deliver all instruments as to Landlord, without cost, any instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease. Notwithstanding the foregoing, a Mortgagee may be required from time unilaterally elect, at any time, to time make this Lease superior to its Mortgage Lien by so notifying Tenant in writing. Notwithstanding anything herein to the contrary, Landlord or such beneficiary (including without limitation any shall use commercially reasonable efforts to obtain a subordination, nondisturbance non-disturbance and attornment agreement in a form reasonably acceptable to the form customarily required parties thereto (an "SNDA") within sixty (60) days following the Effective Date hereof. All costs incurred by Landlord in connection with obtaining an SNDA (including, without limitation, any attorneys' fees charged by Landlord's Mortgagee) shall be paid by Tenant within fifteen (15) days after demand therefor. In the event that, despite using commercially reasonable efforts, Landlord is unable to obtain such beneficiary) to subordinate an agreement from the current Landlord's Mortgagee, then this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, nonetheless shall be subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionas aforesaid.

Subordination. At Upon written request of the option of Landlord holder or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, trust lien or assignment of leases and rents now or hereinafter relating to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosureLeased Premises, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the its rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or recorded mortgage, deed of trust; trust lien or assignment of leases and rents presently existing or hereafter created upon the Building or the Real Property (provided, however, that any such beneficiary mortgagee may, by written notice to Tenant given at any time, subordinate the lien of its such mortgage, deed of trust or other lien or assignment of leases and rents to this Lease) and to any renewals thereof. Tenant shall execute, acknowledge and deliver an instrument substantially in the form of Exhibit “D” attached hereto or in other reasonable form customarily used by such encumbrance holder to effect such subordination; provided, however, as a condition of all such subordinations, the holder of such lien shall be first required to agree that with Tenant that, notwithstanding the foreclosure or other exercise of rights under any purchaser at a foreclosure sale such first or lender taking title under a deed in lieu other mortgage, Tenant's possession and occupancy of foreclosure the Leased Premises and the Building and Real Property and its leasehold estate shall not be responsible disturbed or interfered with and provided such instrument does not impose obligations upon Tenant that exceed Tenant’s obligations as defined under this Lease and provided that such instrument does not limit or reduce obligations imposed on the Landlord. If the interests of Landlord under this Lease are transferred by reason of foreclosure or other proceedings for enforcement of any act first mortgage or omission deed of a prior trust lien or assignment of leases and rents on the Leased Premises, Tenant agrees to be bound to the transferee (sometimes called the “Purchaser”), if requested by the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Landlord under this Lease, and, if requested by the Purchaser, Tenant agrees to attorn to the Purchaser, including the first mortgagee under any such mortgage if it be the Purchaser, as its landlord; provided, however, if the interest of Landlord under this Lease is transferred by reason of foreclosure or other proceedings for enforcement of any first mortgage or deed of trust lien or assignment of leases and rents on the Leased Premises, this Lease shall not be subject to any offsets recognized by the transferee or defenses Tenant may have against a prior landlordpurchaser at foreclosure or under power of sale, and the Lease and the rights of Tenant shall not be liable for remain in full force and effect during the return Term of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance this Lease, so long as Tenant shall continue to perform all of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees covenants and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries conditions of this SectionLease.

Subordination. At Landlord shall have the option of Landlord right to subordinate this Lease to any mortgage or any of its mortgagees/deed of trust beneficiaries(herein a "mortgage") presently existing or hereafter placed upon the Building by so declaring in such mortgage, and the recording of any such mortgage shall make it prior and superior to this Lease regardless of the date of execution or recording of either document; provided that Landlord shall be either superior cause the holder of such mortgage or subordinate trustee to all ground or underlying leasesexecute and deliver to Tenant for its execution a subordination, mortgages nondisturbance and deeds of trustattornment agreement which provides, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; providedamong other things, that so long as Tenant no default has occurred and is not in default continuing beyond the period of time allowed for the remedy thereof under the terms of this Lease, this Lease the holder of the mortgage or trustee (i) shall not be terminated disturb Tenant's leasehold interest or Tenant’s quiet enjoyment possession of the Leased Premises disturbed in accordance with the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Leasehereof, and (ii) waives all rights or interests in any trade fixture of either Tenant or any of its subtenants. Prior to Tenant taking occupancy of the Leased Premises, Landlord shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. deliver to Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any a subordination, nondisturbance and attornment agreement in accordance with the form customarily required by such beneficiary) terms of the preceding sentence with respect to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any each mortgage or trust deed then constituting a lien against the Leased Premises or the Building of trust; providedwhich the Leased Premises are a part. Within ten (10) days of Landlord's delivery thereof to Tenant, howeverTenant shall execute and deliver to Landlord, that any without cost, a subordination, nondisturbance and attornment agreement in such beneficiary may, form as reasonably may be deemed necessary or desirable by written notice Landlord or its mortgagee to Tenant given at any time, subordinate confirm the lien subordination of its deed of trust to this Lease. Within ten (10) days of Landlord's written request therefor, Tenant also shall agree that deliver to Landlord an Estoppel Certificate in the form attached hereto as Exhibit D. Tenant shall, in the event any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable proceedings are brought for the return foreclosure of any security deposit not actually recovered by such mortgage, attorn to the purchaser upon any such foreclosure and recognize such purchaser or bound by any rent paid in advance of as the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLease.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease is and shall be either superior or subject and subordinate to all ground and underlying leases and to the liens of all mortgages or underlying leases, mortgages and deeds of trust, if any, trust which may now or hereafter affect or encumber the Building, Building or the Property and to all renewals, modifications, consolidationsconsolidation, replacements and or extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease . This paragraph shall not be terminated or Tenant’s quiet enjoyment self-operative and no further instrument of the Premises disturbed in the event of termination subordination shall be required. In confirmation of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosuresubordination, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by at Landlord’s successor for that purpose. Tenant shall also, request execute within ten (10) calendar days following written request after receipt, any appropriate certificate or other document that Landlord may reasonably request. Tenant hereby constitutes and appoints Landlord as Tenant’s attorney-in-fact to execute any such certificate or other document for or on behalf of Landlord Tenant if Tenant does not execute said certificate or document within fourteen (14) days from receipt thereof. Notwithstanding the foregoing to the contrary, any ground lessor, mortgage holder or the beneficiary under any of a deed of trust encumbering may, at its option, subordinate the Buildinglien of its respective ground lease, mortgage or deed of trust to this Lease by giving Tenant fourteen (14) days prior written notice of such election, whereupon this Lease shall, irrespective of dates of execution, delivery and recording, be superior to such ground lease, mortgage or deed of trust and no other documentation shall be necessary to effect such change. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any mortgage, Tenant shall attorn to the purchaser at such foreclosure sale, if requested to do so by such purchaser. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such purchaser and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that such purchaser shall not be liable in any way to Tenant for any act or omission, neglect or default on Landlord’s part under this Lease or be responsible for any monies owing by or on deposit with Landlord to Tenant’s credit or be subject to any rental credit, offset or abatement theretofore accruing to Tenant (but nothing herein shall relieve a successor landlord from the obligation to remedy defaults in the performance of Landlord’s maintenance, repair or service obligations which continue after such successor landlord shall have succeeded to the rights of Landlord under this Lease), execute . Tenant agrees at any time and deliver all instruments as may be required from time to time by Landlord to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid, Tenant waives the provisions of any statute or such beneficiary (including without limitation rule of law now or hereafter in effect which may give or purport to give Tenant any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) right to subordinate terminate or otherwise adversely affect this Lease and the rights obligations of Tenant under hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Landlord hereby represents that as of the date of this Lease to any ground or underlying lease or Lease, the Property is not subject to the lien of any mortgage and Landlord holds fee title thereto. At Tenant’s request, Landlord shall use reasonable efforts (without the obligation to incur expense or deed liability in connection with such efforts) to obtain a so-called non-disturbance agreement from any future superior lessor or mortgagee which agreement may be in the form customarily used by such superior lessor or mortgagee, or if no such form exists, in any commercially reasonable form, subject to the conditions and limitations of trust; this Section 16, provided, however, that any if, despite such beneficiary mayreasonable efforts, Landlord is unable to obtain such agreement, such failure shall not constitute a default by written notice to Tenant given at any time, subordinate the lien of its deed of trust to Landlord under this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Lessee accepts this Lease shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such recorded mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination trust lien presently existing or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord hereafter created upon the same terms and conditions as Building Commercial Lease - Page 21 of 44 or project of which the Leased Premises are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten a part (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary mortgagee may, by written notice to Tenant given at any time, subordinate the lien of its such mortgage, deed of trust or other lien to this Lease) and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building and to any renewals thereof. Tenant shall agree Lessee agrees that this clause is self-operative and no further instrument of subordination is required to effect such subordination. Lessor is hereby irrevocably vested with full power and authority to subordinate Lessee's interest under this Lease to any purchaser at a foreclosure sale first mortgage or lender taking title deed of trust lien hereafter placed on the Leased Premises, and Lessee agrees upon demand to execute additional reasonable instruments subordinating this Lease as Lessor may require. If the interests of Lessor under a deed in lieu this Lease are transferred by reason of foreclosure shall or other proceedings for enforcement of any first mortgage or deed of trust lien on the Leased Premises, Lessee is bound to the transferee (sometimes called the "Purchaser") at the option of the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Lessor under this Lease, and, if requested by the Purchaser, Lessee agrees to attorn to the Purchaser, including the first mortgagee under any such mortgage if it be the Purchaser, as its Lessor. Lessee will not be responsible for any act or omission of a prior landlord, shall not be subject entitled to any credits as against Purchaser any prepaid rents or offsets against or defenses Tenant may have against a prior landlordcredits due from Lessor, and shall not be liable for except as provided under the return terms of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; non-disturbance agreement provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries pursuant to Section 13.14 of this SectionLease.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this 25.1. This Lease shall be either superior or is subject and subordinate at all times to all ground or underlying leases, all mortgages and and/or deeds of trust, if anyall covenants, restrictions, easements, and encumbrances which may now or hereafter affect such leases or the Buildingreal property of which the Premises form a part, and to all future renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease . This clause shall not be terminated self-operative and no further instrument of subordination shall be required by any mortgagee or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Sectiontrustee. In the event confirmation of a termination or foreclosuresuch subordination, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute and deliver without charge any instrument certificate or document that Landlord may request in a form which recognizes this Lease and is otherwise reasonably required by Landlord’s successor for that purpose. acceptable to Tenant shall also, within ten (10) days following Landlord's written request request. Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such certificate or certificates for and on behalf of Landlord (or Tenant. Provided, however, that notwithstanding the beneficiary under foregoing, the party secured by any such deed of trust encumbering shall have the Building)right to recognize this Lease, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien event of any mortgage or foreclosure sale under such deed of trust, this Lease shall continue in full force and effect at the option of the party secured by such deed of trust or the purchaser under any such foreclosure sale, in which event Tenant shall attorn to such party secured by such deed of trust or purchaser as Landlord under this Lease. Upon such attornment such party secured by such deed of trust or purchaser shall not be (a) bound by any payment of rent or additional rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent of the holder of the deed of trust existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest, such party secured by such deed of trust or purchaser shall perform, in accordance with the terms of this Lease, all obligations of Landlord arising after the date of acquisition of title to the Building. Tenant covenants and agrees that it will, at the written request of the party secured by any such beneficiary maydeed of trust, by written notice to Tenant given at execute, acknowledge and deliver any time, subordinate instrument that has for its purpose and effect the lien subordination of its said deed of trust to the lien of this Lease. 25.2. At the option of any landlord under any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate, Tenant agrees that neither the cancellation nor termination of such ground or underlying lease shall agree that by operation of law or otherwise, result in cancellation or termination of this Lease or the obligations of Tenant hereunder, and Tenant covenants and agrees to attorn to such Landlord or to any purchaser at a foreclosure sale successor to Landlord's interest in such ground or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be underlying lease subject to any offsets the attornment provisions set forth in Section 25.1 above. In that event, this Lease shall continue as a direct lease between Tenant herein and such landlord or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionits successor.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all those commercially reasonable instruments as may be reasonably required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior subordinated to each mortgage or subordinate trust deed ("Mortgage") and each ground lease or other underlying lease ("Ground Lease") now or hereafter in force with respect to the Project at the election of the mortgages under any Mortgage or the lessor under any Ground Lease, including, without limitation, any amendments, renewal, modification, consolidation, replacement or extension thereof and all ground or underlying leasesinterest thereon and advances thereunder. Upon request of Tenant, mortgages Landlord shall use its best efforts to obtain a standard nondisturbance agreement which provides that Tenant's tenancy shall not be disturbed and deeds recognizes all of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that rights of Tenant hereunder so long as Tenant is not in default under in the payment of any rent or the performance of any other term of this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of . Any subordination at the Premises disturbed in the event of termination election of any such mortgagee or ground or underlying leaselessor shall be self-operative and no further instrument of subordination shall be required; provided, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following after written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)by Landlord, Tenant shall execute and deliver all any necessary or useful instruments acknowledging the subordination of this Lease as may be required from time provided herein. In the event of the enforcement by any mortgagee or ground lessor of the remedies provided for by law or by such Mortgage or Ground Lease, Tenant shall, upon request of any person succeeding to time by Landlord the interest of such mortgagee or ground lessor as a result of such beneficiary (including enforcement, automatically become the tenant of said successor in interest, without limitation any subordination, nondisturbance and attornment agreement change in the form customarily required by terms of this Lease; provided, that such beneficiary) to subordinate this Lease and successor recognizes the rights and interests of Tenant under this Lease to Lease, and provided further that said successor in interest shall not (1) be bound by any ground or underlying lease or to payment of Rent for more than one month in advance except prepayments in the lien nature of any mortgage or deed of trust; provided, however, that any such beneficiary may, security for the performance by written notice to Tenant given at any time, subordinate the lien of its deed of trust to obligations under this Lease. Tenant shall agree that , or (2) be bound by any purchaser at a foreclosure sale amendment or lender taking title under a deed modification of this Lease made without the consent of such mortgagee or successor in lieu of foreclosure shall not be responsible for any act interest, or omission of a prior landlord, shall not (3) be subject to any offsets or defenses Tenant may might have against a any prior landlord, and shall not or (4) be liable for the return any act or omission of any prior landlord, or (5) be liable for any security deposit not actually recovered except to the extent held by such purchaser successor in interest. Upon request by such successor in interest, Tenant shall execute and deliver any instruments necessary or bound by any rent paid in advance of useful to confirm the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionattornment.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease is and shall be either superior expressly subject and subordinate at all times to (a) any present or subordinate to all ground future ground, underlying or underlying leases, mortgages and deeds operating lease of trust, if any, which may hereafter affect the Building, and all amendments, renewals and modifications to all renewalsany such lease, modificationsand (b) the lien of any present or future mortgage or deed of trust encumbering fee title to the Building and/or the leasehold estate under any such lease. If any such mortgage or deed of trust be foreclosed, consolidationsor if any such lease be terminated, replacements upon request of the mortgagee, beneficiary 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 extensions thereofno further instruments shall be required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at foreclosure, as the case may be, to execute such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment on the form customarily used by such party. Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect to give the rights and interests of Tenant under this Lease (excluding rights in and to insurance proceeds and condemnation awards) priority over the lien of its mortgage or deed of trust or the estate of its lease, as the case may be. In the event of such election and upon the mortgagee, beneficiary or lessor notifying Tenant of such election, the rights and interests of Tenant shall be deemed superior to and to have priority over the lien of said mortgage or deed of trust or the estate of such lease, as the case may be, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or lease. In such event, Tenant shall execute and deliver whatever instruments may be required by such mortgagee, beneficiary or lessor to confirm such superiority on the form customarily used by such party. If Tenant fails to execute any instrument required to be executed by Tenant under this Section 21 within 10 business days after written request, and such failure continues for more than five days after a second written request from Landlord, then such failure shall constitute a Default hereunder (without the necessity of delivering any further notice as otherwise required pursuant to Section 16A). Notwithstanding anything in this Section 21 to the contrary, Landlord agrees to procure and deliver to Tenant prior to the Commencement Date a non-disturbance agreement from the present first mortgagee on the form attached hereto as Exhibit F. Landlord represents to Tenant that, as of the date of this Lease, National City Bank of Michigan-Illinois is the only mortgagee upon the Building. Furthermore, Tenant's agreement under this Section to subordinate this Lease to the interest of any holder of a ground, underlying or operating lease or mortgage or deed of trust executed or delivered after the execution and delivery of this Lease is subject to and conditioned on Landlord causing such party to deliver to Tenant a non-disturbance and attornment agreement on such party's customary form whereby such party agrees that so long as Tenant is not in default under the terms of this Lease, this Lease shall Tenant's tenancy for the use and purposes herein described and all rights granted to Tenant herein will not be terminated or Tenant’s quiet enjoyment disturbed and will remain in full force and effect throughout the Term of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionextensions thereof.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesLandlord, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; , provided, that so long as Tenant is not in default under this LeaseLease beyond any applicable cure period, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this Section. Any such subordination instrument presented for Tenant's signature shall be in form reasonably acceptable to Tenant and shall contain nondisturbance provisions for Tenant's benefit substantially in accordance with the provisions for Tenant's benefit set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above in form reasonably acceptable to Tenant), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Landlord represents and warrants to Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlordthat, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance as of the calendar month in which the transfer execution of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that this Lease by Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds , there is no ground or underlying lease or mortgage lien or deed of trust encumbering the Building are intended third party beneficiaries of this SectionPremises.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds any deed of trust, mortgage, or other security instrument (each, as renewed, modified and/or extended from time to time, a “Mortgage”), or any ground lease, master lease, or primary lease (each, as renewed, modified and/or extended from time to time, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten (10) days after written request therefor such documentation, in recordable form if anyrequired, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding the foregoing, the subordination of this Lease to future Mortgages shall be subject to Tenant’s receipt of a non-disturbance agreement on such Landlord’s Mortgagee’s standard form which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, provides in substance that so long as Tenant is not in default under this Leasethe Lease beyond applicable cure periods, this Lease its use and occupancy of the Premises shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of notwithstanding any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request default of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionMortgage.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant's rights and interest under this Lease shall be either superior or are subordinate to all ground or underlying leases, mortgages and deeds other encumbrances now or hereafter affecting any portion of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien foreclosure of any mortgage or deed other encumbrance, Tenant will, upon request of trustany person succeeding to the interest of Landlord, attorn to and become the tenant of such successor in interest without change in the terms or conditions of this Lease; provided, however, that Tenant's agreement to subordinate the Lease to any such beneficiary maymortgages or deeds to secure debt, by written notice hereafter placed on or against the Building is conditioned upon Landlord's delivery to Tenant given at any timeof a subordination, subordinate non-disturbance and attornment agreement executed by the lien holder of its such mortgage and deed to secure debt, pursuant to which such holder shall agree that Tenant's possession of trust the Leased Premises pursuant to the terms of this Lease shall not be disturbed so long as there are no Events of Default under this Lease. Tenant Within ninety (90) days of execution of this Lease, Landlord shall agree that any purchaser at deliver to Tenant, Landlord's standard non-disturbance, subordination and attornment agreement executed by the current holder of Landlord's deed to secure debt, a foreclosure sale or lender taking title under a deed copy of which has been previously provided to Tenant. Such successor in lieu of foreclosure interest shall not be responsible liable for any act or omission of a any prior landlord, shall not be landlord or subject to any offsets or defenses which Tenant may have against a any such prior landlord. Within ten days after its receipt of Landlord's request therefor, Tenant will execute and deliver to Landlord a certificate confirming such subordination and attornment and setting forth the current status and facts related to this Lease and Tenant's occupancy of the Leased Premises. Tenant may not terminate this Lease because of any default by Landlord, unless Tenant first gives written notice of the alleged default to any mortgagee of Landlord whose name and address have been provided to Tenant, and shall not be liable for the return such mortgagee fails to cure such default within 30 days after its receipt of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionwritten notice.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall at all times be either superior or and remain subject and subordinate to all ground or underlying leasesthe lien of any mortgage, mortgages and deeds deed of trust, if any, which may ground lease or underlying lease now or hereafter affect in force against the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not advances made or hereafter to be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord made upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposesecurity thereof. Tenant shall also, execute and return to Landlord any customary documentation requested by Landlord in order to confirm the foregoing subordination within ten (10) days following after Landlord’s written request of Landlord (request. In the event any proceedings are brought for foreclosure, or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and event of the rights exercise of Tenant the power of sale under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust made by the Landlord covering the Premises, however, that Tenant shall attorn to the purchaser at any such beneficiary mayforeclosure, by written notice or to Tenant given at any time, subordinate the lien grantee of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure foreclosure, and recognize such purchaser or grantee as the Landlord under this Lease. Tenant agrees that no mortgagee or successor to such mortgagee shall not be responsible (i) bound by any payment of Base Rent or Additional Rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the consent of Landlord’s mortgagee or such successor in interest (iii) liable for damages for any breach, act or omission of a any prior landlord, shall not be or (iv) subject to any offsets claim of offset or defenses that Tenant may have against a any prior landlord, and ; provided that such mortgagee or successor shall not be liable for relieved of the return obligation to comply with all of the Landlord’s obligations under the Lease accruing from and after the date such mortgagee or successor takes title to the Project, irrespective of whether the original non-compliance with any such obligation arose prior to and is continuing as of such date, or arose on or after such date (provided however that if such obligation arose prior to the date such mortgagee or successor took title to the Project, such mortgagee or successor shall not be deemed in default until after the provision of any security deposit notice of default required by this Lease to such mortgagee or successor, and its failure to cure same within the cure provided for herein). The foregoing notwithstanding, Landlord shall use commercially reasonable efforts to obtain (provided the same shall not actually recovered by such purchaser or bound by be deemed a condition precedent to the effectiveness hereof) from any rent paid in advance current and future mortgagee of the calendar month Building, a subordination and non-disturbance agreement in which favor of Tenant, on such mortgagee’s standard form, protecting the transfer interests of title occurred; provided Tenant and providing that Tenant’s occupancy of the foregoing Premises shall not release be disturbed as a result of a foreclosure of the Building as long as Tenant is not then in default hereunder. Tenant shall not be required to execute any subordination agreement as set forth in the event such agreement does not contain non-disturbance and attornment language in favor of Tenant (in the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlordlender’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionstandard form).

Subordination. At the option The rights and interests of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant under this Lease and in and to the Premises shall be either superior or subject and subordinate to all ground easements and recorded restrictions, covenants, and agreements pertaining to the Project, or underlying leasesany part thereof, mortgages and to all deeds of trust, if anymortgages, which may hereafter affect the Building, and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof; providedthereof (the “Security Documents”) heretofore or hereafter executed by Landlord covering the Premises, that so long the Building or any part of the Project, to the same extent as Tenant is not in default under if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease, this Lease shall not be terminated or . After Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event receipt of a termination notice from Landlord that it has entered into one or foreclosuremore Security Documents, then, during the term of such Security Documents, Tenant shall become deliver to the holder or holders of all Security Documents a tenant copy of all notices to Landlord and shall grant to such holder or holders the right to cure all defaults, if any, of Landlord hereunder within the same time period provided in this Lease for curing such defaults by Landlord and, except with the prior written consent of the holder or holders of the Security Documents, shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease and shall attorn to the successorany holder of any Security Documents or its successor in interest by foreclosure or otherwise. The provisions of this subsection shall be self-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, operative and shall promptly not require further agreement by Tenant; however, at the request of Landlord, Tenant shall execute any instrument reasonably such further documents as may be required by Landlord’s successor for that purposethe holder of any Security Documents. Tenant shall also, within At any time and from time to time upon not less than ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)days' prior notice by Landlord, execute Tenant shall execute, acknowledge and deliver to the Landlord a written estoppel certificate certifying: (i) the Rentable Area of the Premises, (ii) the Commencement Date and Expiration Date of this Lease, (iii) the Base Rent, Base Rent Adjustment and expense stop, (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as modified and stating the modifications, (v) whether or not the Landlord is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition of this Lease and, if so, specifying each such default, (vi) that Tenant has unconditionally accepted and occupied the Premises, (vii) that all instruments requirements of the Lease have been complied with and no charges, set-offs or other credits exist against any rentals, (viii) that Tenant has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease; and (ix) such other matters as Landlord may reasonably request, it being intended that any such statement may be required from time to time relied upon by Landlord any prospective purchaser, mortgagee or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien assignee of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which Building or the transfer Project or of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-'s interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiontherein.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any commercially reasonable instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten twenty (1020) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any commercially reasonable subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. It is understood that Tenant may condition its execution of a subordination agreement upon receipt of a commercially reasonable nondisturbance covenant. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s 's mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Failure of Tenant to execute any statements or instruments necessary or desirable to effectuate the provisions of this Article, within ten (10) days after written request by Landlord, shall agree constitute a default under this Lease. In that event, Landlord, in addition to any purchaser at other rights or remedies it might have, shall have the right, by written notice to Tenant, to terminate this Lease as of a foreclosure sale or lender taking title under a deed in lieu date not less than twenty (20) days after the date of foreclosure Landlord's notice. Landlord's election to terminate shall not be responsible for any act or omission relieve Tenant of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsits default. Tenant acknowledges that Landlord’s 's mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At Tenant agrees that this Lease shall, at the option request of Landlord Landlord, be subordinate to any first mortgages or any of its mortgagees/deed deeds of trust beneficiaries, this Lease shall that may be either superior or subordinate placed upon the Leased Premises and to any and all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildingadvances to be made thereunder, and to the interest thereon, and all renewals, modifications, consolidations, replacements and extensions thereof; providedprovided that (i) if there are no existing defaults hereunder on the part of Tenant, that so long as the right of possession of Tenant is not in default under this Lease, to the Leased Premises and Tenant’s rights arising out of this Lease shall not be terminated affected or Tenant’s quiet enjoyment of disturbed by the Premises disturbed in the event of termination of any such ground or underlying leasemortgagee, or the foreclosure trustee or the beneficiary under the mortgage or deed of trust in the exercise of any such of its rights under the mortgage or the deed of trust; (ii) Tenant shall not, in any foreclosure or other proceeding under the mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event nor in any other way, be deprived of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in its rights under this Lease, and nor shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant be terminated or affected by any foreclosure or sale or any proceeding under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedand (iii) the mortgagee, however, that trustee and/or beneficiary under any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its mortgage or deed of trust shall execute, acknowledge and deliver to Tenant a written, recordable subordination, non-disturbance and attornment agreement prior to the execution of any mortgage or deed of trust or, if the same is in place at the time of execution of this Lease, within thirty (30) days of execution of this Lease. Tenant shall agree Landlord agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return event of any security deposit not actually recovered by such purchaser foreclosure of any mortgage or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds deed of trust encumbering Landlord’s fee title to the Building are intended third party beneficiaries Leased Premises, Tenant shall have the right to withhold the payment of this Section.Rent or other amounts due hereunder and pay the same directly to the mortgagee or trustee in satisfaction of any of said indebtedness if Tenant receives a written demand from Landlord’s mortgagee to pay rent and Landlord fails to contest the same within 10 days after receipt of written notice thereof from Tenant. ARTICLE XI

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Lessee accepts this Lease shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such recorded mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination trust lien presently existing or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord hereafter created upon the same terms and conditions as Building or project of which the Leased Premises are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten a part (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary mortgagee may, by written notice to Tenant given at any time, subordinate the lien of its such mortgage, deed of trust or other lien to this Lease) and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building and to any renewals thereof. Tenant shall agree Lessee agrees that this clause is self- operative and no further instrument of subordination is required to effect such subordination. Lessor is hereby irrevocably vested with full power and authority to subordinate Lessee's interest under this Lease to any purchaser at a foreclosure sale first mortgage or lender taking title deed of trust lien hereafter placed on the Leased Premises, and Lessee agrees upon demand to execute additional reasonable instruments subordinating this Lease as Lessor may require. If the interests of Lessor under a deed in lieu this Lease are transferred by reason of foreclosure shall or other proceedings for enforcement of any first mortgage or deed of trust lien on the Leased Premises, Lessee is bound to the transferee (sometimes called the "Purchaser") at the option of the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Lessor under this Lease, and, if requested by the Purchaser, Lessee agrees to attorn to the Purchaser, including the first mortgagee under any such mortgage if it be the Purchaser, as its Lessor. Lessee will not be responsible for any act or omission of a prior landlord, shall not be subject entitled to any credits as against Purchaser any prepaid rents or offsets against or defenses Tenant may have against a prior landlordcredits due from Lessor, and shall not be liable for except as provided under the return terms of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; non-disturbance agreement provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries pursuant to Section 13.14 of this SectionLease.

Subordination. At The Lease and all of the option terms, covenants, and provisions thereof, and all rights, remedies and options of Landlord Tenant thereunder (including, without limitation, any preferential rights contained in the Lease, or otherwise existing, to acquire any or all of the Property, or any superior leasehold interest therein) are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants, and provisions of its mortgagees/deed the Mortgage as of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildingdate hereof, and to the lien thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements replacements, and extensions thereof; providedthereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage had been executed, that so long as Tenant is not in default under this Leasedelivered, this Lease shall not be terminated or Tenant’s quiet enjoyment and recorded prior to the execution and delivery of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that LandlordOwner will execute and deliver to Agent for the ratable benefit of the Lenders an assignment of the Lease as security for the Loan, and Tenant hereby expressly consents to such assignment. Tenant agrees that if there is a default by Owner in the performance and observance of any of the terms of the Loan, Agent may, at its option, demand all rents due under the Lease be paid by Tenant directly to Agent at the address specified by Agent. Tenant agrees that upon Agent’s mortgagees and successors-in-interest written request for payment of rent directly to Agent, Tenant will timely remit any and all beneficiaries payments due under deeds the Lease directly to, and payable to the order of, Agent. Such payments to Agent will constitute performance of trust encumbering Tenant’s payment obligations under the Building are intended third party beneficiaries Lease. Tenant acknowledges and agrees that it has no right or option of this Sectionany nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the leased premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be and is hereby waived and released as against Agent.

Subordination. At Tenant agrees, at Landlord's request, to execute and deliver an instrument subordinating its interest under this Lease to any mortgage of the option Premises hereafter granted by Landlord provided Tenant's agreement to subordinate its interest under this Lease is expressly subject to such mortgagee's agreement that notwithstanding Tenant's subordination, the provisions of Landlord this Lease with respect to the payment to Tenant of insurance and condemnation proceeds as provided herein shall have priority over any contrary provisions of such mortgagee's mortgage and Tenant shall not be disturbed in its possession of the Premises by reason of the foreclosure of such mortgage or any transfer of the Premises in lieu of foreclosure of such mortgage so long as Tenant shall perform its mortgagees/deed obligations under this Lease. Tenant also agrees that any mortgagee may elect to treat this Lease as prior in time to its interest in the Premises, and in the event of trust beneficiariessuch election and upon notification to Tenant to that effect, this Lease shall thereupon be either superior deemed so prior, whether this Lease is, in fact, dated prior or subordinate subsequent to all ground the date of such other interest. The foregoing notwithstanding, Tenant's obligations under this Section 15.B are conditioned upon Tenant's receipt of a non-disturbance agreement for the benefit of Tenant from the holder or underlying leasesproposed holder of any such mortgage affecting the Premises. Such non-disturbance agreement shall be in a commercially reasonable form (but shall not be inconsistent with Tenant's rights under this Lease) and shall provide, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; providedamong other things, that so long as Tenant is not in default under in the payment of Rent or any material covenant or condition of this Lease, this Lease (i) its rights as Tenant hereunder shall not be terminated affected or Tenant’s quiet enjoyment terminated, (ii) its possession of the Premises disturbed shall not be disturbed, (iii) no action or proceeding shall be commenced to remove or evict Tenant and, unless required by applicable law in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, order to which this Lease has been subordinated pursuant to this Section. In the event of effect a termination or foreclosure, Tenant shall become a tenant not be named in any foreclosure action, and (iv) this Lease shall continue in full force and effect notwithstanding the foreclosure of and attorn the mortgage prior to the successor-in-interest to Landlord upon the same terms and conditions as are contained in expiration or termination of this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At The indebtedness evidenced by this ARSC Subordinated Note is subordinated to the option prior payment in full of Landlord all of ARSC’s recourse obligations under the Transfer and Servicing Agreement. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, ARSC’s successors and assigns and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Transfer and Servicing Agreement. Until the date after the Final Payout Date on which all advances outstanding under the Transfer and Servicing Agreement have been repaid in full and all other obligations of ARSC thereunder (all such obligations, collectively, the “Senior Claims”) have been indefeasibly paid and satisfied in full, CMSC shall not demand, accelerate, ▇▇▇ for, take, receive or accept from ARSC, directly or indirectly, in cash or other property or by set-off or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary other manner (including without limitation from or by way of collateral) any subordination, nondisturbance and attornment agreement in payment or security of all or any of the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant indebtedness under this Lease ARSC Subordinated Note or exercise any remedies or take any action or proceeding to any ground or underlying lease or to enforce the lien of any mortgage or deed of trustsame; provided, however, that (i) CMSC hereby agrees that it will not institute against ARSC any Insolvency Proceeding unless and until a period of one year and one day has elapsed after the Final Payout Date and (ii) nothing in this paragraph shall restrict ARSC from paying, or CMSC from requesting, any payments under this ARSC Subordinated Note so long as ARSC is not required under the Transfer and Servicing Agreement to set aside the funds used for such beneficiary maypayments for the benefit of, or otherwise pay over to, any of the Senior Claimants; and provided, further, that the making of such payment would not otherwise violate the terms and provisions of the Transfer and Servicing Agreement. Should any payment, distribution or security or proceeds thereof be received by written notice CMSC in violation of the immediately preceding sentence, CMSC agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to Tenant given at any time, subordinate be the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlordproperty of, and shall not be liable immediately paid over and delivered to the Indenture Trustee for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance benefit of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSenior Claimants.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant hereby subordinates this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds the lien of any deed of trust, if anymortgage or mortgages now qt, which may hereafter affect placed upon Landlord's interest the Building, and to all renewals, modifications, consolidations, replacements and extensions thereofDemised Premises; provided, however, 0 1/2 2/9 1 i shall execute any appropriate instrument presented to Tenant for the purpose of effecting such subordination. It a further condition, however, to the continuing effect of the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement, writing, which be delivered to Tenant, or contained the aforesaid subordination agreement, providing substance that so long as Tenant is substantially performs the obligations imposed upon Tenant hereunder within the applicable grace or cure period, its tenancy will not in be disturbed, nor its rights under this Lease affected by, any default under this Leasesuch mortgage nor shall Tenant be named as a defendant in any foreclosure proceeding, this Lease shall not be terminated and whether prior to or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of under any such mortgage or deed of trust, or a granting of a deed lieu thereof, any mortgagee or any such mortgagee or purchaser of Landlord's interests through foreclosure sale or deed lieu thereof shall permit the insurance proceeds and condemnation awards to be used for any restoration and repair required under Articles 16 and 17 hereof and shall otherwise assume the interest to Landlord shall not be bound by any payment of rent or additional rent for more than one (1) month in advance except prepayments the nature of security for the by Tenant of its obligations under this Lease: and no mortgagee to which this Lease has been subordinated pursuant to this Section. In the event of a termination is subordinate or foreclosure, Tenant successor "taking through such 01/2 2/9 1 *a-1 *- shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries amendment or modification of this Section.Lease made without the consent of such mortgagee or entity "taking through such Upon request of any successor

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesLandlord, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this LeaseLease beyond any applicable cure period, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Landlord represents and warrants to Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance as of the calendar month in which the transfer date of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds this Lease there is no mortgage or deed of trust encumbering the Building are intended third party beneficiaries of this SectionPremises.

Subordination. At The rights of Tenant hereunder are and shall be, at the option election of Landlord any mortgagee or any the beneficiary of its mortgagees/a deed of trust beneficiariesencumbering the Building, this Lease shall be either superior or subject and subordinate to all ground the lien of such mortgage or underlying leases, mortgages and deeds deed of trust, if anyor the lien resulting from any other method of financing or refinancing, which may now or hereafter affect in force against the Building, and to all renewalsadvances made or hereafter to be made upon the security thereof. With respect to the beneficiary of the deed of trust encumbering the Building as of the date hereof, modificationsLandlord shall cause, consolidationsat Landlord’s sole cost and expense, replacements such beneficiary to execute a subordination, non-disturbance and extensions thereof; providedattornment agreement with Tenant in the form attached hereto as Exhibit H. If requested with respect to future financings, Tenant agrees to execute such documentation as may be required by Landlord or its lender to further effect the provisions of this Article. Notwithstanding anything to the contrary contained in this Lease, this Lease shall not be subordinate to any future mortgage(s), trustees under a deed of trust, or to ground lease(s), if any, until with respect to any such mortgage(s), deed of trust and/or ground lease(s) there shall have been delivered to Tenant a non-disturbance agreement in which it is agreed that Tenant’s possession of the Premises will not be disturbed so long as Tenant is not in default under this LeaseLease beyond any period given to cure such default, this Lease which agreement shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement substantially in the form customarily attached as Exhibit H (but subject to such changes as reasonably be required by such beneficiary) to subordinate this Lease and the mortgagee or beneficiary so long as such changes do not materially diminish Tenant’s rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, ) and shall not be liable for the return executed by Tenant within fifteen (15) days of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionrequest therefor.

Subordination. At the option of Landlord or any of Lessee agrees that its mortgagees/deed of trust beneficiaries, rights under this Lease shall be either superior or subordinate to the lien of any first mortgage or any other first lien resulting from any method of financing or refinancing now or in the future existing against all ground or underlying leases, mortgages and deeds part of trust, if any, which may hereafter affect the BuildingLeased Premises, and to any and all renewals, modifications, consolidationsreplacements, replacements consolidations and extensions thereof; providedof the same (collectively, a “Mortgage”). However, this subordination by Lessee is on the condition that Lessor obtains a written agreement of the holder of any current or future Mortgage, in a form reasonably acceptable to Lessee, that so as long as Tenant Lessee is not in default under this LeaseLease beyond the expiration of any grace period, Lessee will not be made a party defendant in any action or proceeding to foreclose the Mortgage, and the leasehold estate and all rights of Lessee created by this Lease shall not be affected or terminated by that action or Tenant’s quiet enjoyment any proceeding or any judgment rendered as a result. Upon request Lessee shall execute and deliver all documents reasonably requested by the holder of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, a Mortgage to which confirm this Lease has been subordinated pursuant to this Sectionsubordination. In the event of a termination or any foreclosure, Tenant sale, or other event causing Lessor’s ownership of the Leased Premises to terminate, (i) Lessee shall become a tenant of and attorn to the successor-in-interest to Landlord upon new owner and shall recognize the same terms and conditions new owner as are contained in Lessee’s Lessor under this Lease; (ii) Lessee shall, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written upon request of Landlord (or the beneficiary under any deed of trust encumbering the Building)new owner, execute and deliver all instruments as any instrument reasonably requested by the new owner to evidence this attornment; and (iii) Lessee waives any right that it may be required from time have at law or in equity to time by Landlord terminate this Lease or such beneficiary (including without limitation any subordinationto surrender possession of the Leased Premises upon termination of, nondisturbance and attornment agreement or institution of proceedings against, Lessor’s rights of ownership in the form customarily required Leased Premises. If requested by such beneficiary) the holder of a Mortgage, Lessee shall give the holder notice of and reasonable opportunity to subordinate this Lease and the rights of Tenant cure any default under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlordLessor, and shall not be liable for if necessary, to allow the return of any security deposit not actually recovered by such purchaser or bound by any rent paid holder sufficient time to foreclose Lessor’s interest in advance of the calendar month in which Leased Premises before effecting the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectioncure.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all ------------- ground or underlying leases, mortgages and deeds of trust, if any, trust which may hereafter now affect the Building, Building or any part of the Building and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. This Lease may, that so long as at the option of Landlord, be subordinate to any ground or underlying leases, mortgages, deeds of trust or other lien which may hereafter affect the Building or any part thereof and Tenant is not will execute and deliver upon the demand of Landlord from time to time any and all instruments desired by Landlord, subordinating, in default under this Leasethe manner requested by Landlord, this Lease shall not be terminated to such lease, mortgage, deed of trust or Tenant’s quiet enjoyment other lien, provided such lease, mortgage, deed of the Premises disturbed trust or lien provides that in the event of termination of such lease or foreclosure of such mortgage, deed of trust or lien, any successor to any interest of Landlord in the Building will not disturb Tenant's possession of the Premises if Tenant attorns to such successor as Landlord and otherwise performs its obligations under this Lease. Tenant agrees that Tenant shall attorn to any Landlord under any ground lease affecting the Building in the event of the termination or cancellation of such ground lease or underlying lease, to any purchaser upon foreclosure or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated sale pursuant to this Sectionany lien. In the event of a termination of such ground lease or foreclosureforeclosure of such mortgage, Tenant shall become a tenant of and attorn deed or trust or other lien, any successor to the successor-in-any interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or in the beneficiary under Building shall have no liability to repay to Tenant any deed of trust encumbering the Building), execute and deliver all instruments as security deposit paid to any prior Landlord. Landlord may be required from time to time grant or declare such restrictions or covenants as may be reasonably required by Landlord or adopt and record such beneficiary (including without limitation any subordinationparcel maps, nondisturbance and attornment agreement in the form customarily subdivision maps or condominium plans as may be reasonably required by Landlord relating to all or any portion of the Building and the provisions of all such beneficiary) documents shall be senior to subordinate this Lease and Tenant shall sign any of such documents upon receipt of Landlord provided such documents do not unreasonably interfere with the rights use of the Premises by Tenant under as permitted by this Lease to any ground or underlying lease or to Lease. Tenant acknowledges the lien right of the holder of any first mortgage or deed other first security interest in all or any part of trust; provided, however, that any such beneficiary may, by written notice the Building to Tenant given at any time, subordinate the lien of its deed of trust first mortgage or other first security interest either in whole or in part to this Lease. Tenant shall agree agrees at any time, and from time to time, upon not less than five (5) days notice, to execute, acknowledge and deliver to such holder the Tenant's agreement to such subordination in such form as such holder may require. Without limiting the generality of the foregoing, the form of subordination of the first mortgage or other first security interest may provide that it does not affect, is not applicable to, and expressly excludes the following: (i) the prior right, claim and lien of the first mortgage or first security interest in, to and upon any purchaser at a foreclosure sale award or lender taking title under a deed in lieu of foreclosure shall not other compensation heretofore or hereafter to be responsible made for any act taking by eminent domain of any part of the Building, and to the right of disposition thereof in accordance with the provisions of the first mortgage or omission first security interest; (ii) the prior right, claim and lien of a prior landlordthe first mortgage or first security interest in, shall not be subject to and upon any offsets proceeds payable under all policies of fire and rent insurance upon the Building, or defenses Tenant any part thereof, and as to the right of disposition thereof in accordance with the terms of the first mortgage or first security interest; and (iii) any lien, right, power or interest, if any, which may have against a prior landlord, and shall not be liable for arisen or intervened in the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance period between the recording of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-first mortgage or first security interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries execution of this SectionLease, or any lien or judgment which may arise at any time under the terms of this Lease.

Subordination. At the option of Landlord This Lease is and shall be subject and subordinate to any and all mortgages or any of its mortgagees/deed deeds of trust beneficiaries, this Lease shall now existing upon or that may be either superior or subordinate hereafter placed upon the Premises and the land and Building and to all ground advances made or underlying leases, mortgages to be made thereon and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements or extensions thereof and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination lien of any such ground mortgages, deeds of trust and land leases shall be superior to all rights hereby or underlying leasehereunder vested in Tenant, or to the foreclosure 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, and the recording of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant trust shall have preference and precedence and be superior and prior in lien to this SectionLease, irrespective of the date of recording. In the event of a termination or foreclosureTo confirm such subordination, Tenant shall become a tenant upon request of Landlord or the holder of any such mortgage or deed of trust execute and attorn to the successor-in-interest deliver to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, such holder within ten (10) days following written request of Landlord (or the beneficiary under after any deed of trust encumbering the Building)such request, execute and deliver all instruments as may be required from time to time by any reasonable instrument that Landlord or such beneficiary (including without limitation any subordinationholder may reasonably request, nondisturbance including, but not limited to a subordination and attornment agreement wherein Tenant specifically agrees that its interest in the form customarily required by Premises is subordinate and inferior to such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, trust and that any Tenant will attorn to the holder of such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its mortgage or deed of trust to this Lease. Tenant shall agree that or any purchaser of the Building at a foreclosure sale in the event the mortgage or lender taking title under a deed in lieu of foreclosure trust is foreclosed, provided that such instrument provides that Tenant’s possession of the Premises shall not be responsible for any act or omission disturbed so long as no Event of Default exists. On the Effective Date, the Bank of America is the holder of a prior landlordmortgage encumbering the Premises, Land and Building (the “BOA Mortgage”). Landlord shall not be subject 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 offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under mortgages, or deeds of trust encumbering that may be placed upon the Premises, Land and Building are intended third party beneficiaries 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. For purposes of this SectionSection 13, “commercially reasonable efforts” shall mean that Landlord shall request that the holder(s) of any 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 holder(s) of any Subsequent Interest to enter into and SNDA with Tenant.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this 24.1. This Lease shall be either superior or is subject and subordinate at all times to all ground or underlying leases, all mortgages and and/or deeds of trust, if anyall covenants, restrictions, easements, and encumbrances which may now or hereafter affect such leases or the Buildingreal property of which the Premises form a part, and to all future renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease . This clause shall not be terminated self-operative and no further instrument of subordination shall be required by any mortgagee or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Sectiontrustee. In the event confirmation of a termination or foreclosuresuch subordination, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute and deliver without charge any instrument certificate or document that Landlord may request in a form which recognizes this Lease and is otherwise reasonably required by Landlord’s successor for that purpose. acceptable to Tenant shall also, within ten (10) days following Landlord’s written request request. Tenant hereby constitutes and appoints Landlord as Tenant’s attorney-in-fact to execute any such certificate or certificates for and on behalf of Landlord (or Tenant. Provided, however, that notwithstanding the beneficiary under foregoing, the party secured by any such deed of trust encumbering shall have the Building)right to recognize this Lease, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien event of any mortgage or foreclosure sale under such deed of trust, this Lease shall continue in full force and effect at the option of the party secured by such deed of trust or the purchaser under any such foreclosure sale, in which event Tenant shall attorn to such party secured by such deed of trust or purchaser as Landlord under this Lease. Upon such attornment such party secured by such deed of trust or purchaser shall not be (a) bound by any payment of rent or additional rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent of the holder of the deed of trust existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord’s interest, such party secured by such deed of trust or purchaser shall perform, in accordance with the terms of this Lease, all obligations of Landlord arising after the date of acquisition of title to the Shopping Center. Tenant covenants and agrees that it will, at the written request of the party secured by any such beneficiary maydeed of trust, by written notice to Tenant given at execute, acknowledge and deliver any time, subordinate instrument that has for its purpose and effect the lien subordination of its said deed of trust to the lien of this Lease. 24.2. At the option of any landlord under any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate, Tenant agrees that neither the cancellation nor termination of such ground or underlying lease shall by operation of law or otherwise, result in cancellation or termination of this Lease or the obligations of Tenant hereunder, and Tenant covenants and agrees to attorn to such Landlord or to any successor to Landlord’s interest in such ground or underlying lease subject to the attornment provisions set forth in Section 24.1 above. In that event, this Lease shall continue as a direct lease between Tenant herein and such landlord or its successor. 24.3. Landlord represents that, as of the Lease Commencement Date, there are no ground leases, mortgages or deeds of trust relating to the Shopping Center. Landlord shall use commercially reasonable efforts to obtain from any future mortgagee or ground lessor a nondisturbance and attornment agreement for Tenant’s benefit. Tenant agrees to pay any reasonable fees, costs or expenses required to be paid by the ground lessor and/or mortgagee for reviewing such request, whether or not granted. Additionally, if Tenant negotiates or attempts to negotiate any changes to the agreement(s) provided by the ground lessor and/or mortgagee. Tenant shall agree pay all reasonable fees, costs and expenses actually incurred by Landlord (including its attorneys’ fees and any fees that any purchaser at may be imposed by such ground lessor and/or mortgagee) as a foreclosure sale or lender taking title under a deed in lieu result of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject Tenant’s request to any offsets changes to the agreements proposed by the ground lessor and/or mortgagee. Landlord shall have no liability if any such ground lessor or defenses mortgagee refuses to give Tenant may have against a prior landlordsubordination, non-disturbance and shall not be liable for the return of attornment agreement or to negotiate any security deposit not actually recovered by changes to such purchaser ground lessor or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlordmortgagee’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionagreement.

Subordination. At This Lease is subject and subordinate to the lien of any and all mortgages, deeds of trust or other security devices which may now or hereafter affect or encumber all or any portion of the demised premises. This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee, or holder of another security device or holder of a ground leasehold interest. In confirmation of such subordination, however, Lessee agrees to execute and acknowledge any documents required to effectuate such subordination or, at the option of Landlord any of such holder of mortgage or deed to secure debt, to make this Lease or any option granted herein prior to the lien of its mortgagees/such mortgage, deed of trust beneficiariesor other security devices, this Lease shall be either superior or subordinate to all ground or underlying leasesas the case may be, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that in the case of a subordination, the holder of the mortgage or deed of trust agrees, so long as Tenant Lessee is not in default under this Lease, this Lease shall (i) not be terminated to disturb Lessee's possession or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary rights under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and (ii) to recognize Lessee as a direct tenant subsequent to such holder's acquisition of title, but, in no event, shall the rights acquirer of Tenant Lessor's interest be obligated for, or liable to Lessee as a result of, any failure in Lessor's performance under this Lease prior to such party's acquisition of title nor shall such party (a) be bound by any payment of base rent or item of additional rent paid more than one (1) month in advance, (b) be liable for any damages or subject to any ground offset or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, defense by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible Lessee for any act or omission of a Lessor prior landlord, shall not to such party's acquisition of title or (c) be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries termination, amendment, modification, cancellation or surrender of this SectionLease made without such holder's consent. Notwithstanding the foregoing, in the event any such mortgagee or the holder of any deed to secure debt, other security device or ground leasehold interest shall elect to make the lien of this Lease prior to the lien of its mortgage, deed to secure debt, other security device or ground leasehold interest, then, upon such party giving Lessee written notice to such effect, this Lease shall be deemed to be prior in lien to the lien of such mortgage deed to secure debt, other security device or ground leasehold interest, whether dated prior or subsequent thereto.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this LeaseLease beyond any applicable notice and cure period, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At Without the option necessity of Landlord any additional document being executed by Tenant for the purpose of effecting a subordination, the Lease shall be and is hereby declared to 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 and/or the land upon which the Premises and Project are situated, or both; and (b) any of its mortgagees/mortgage or deed of trust beneficiarieswhich may now exist or be placed upon the Building, this Lease shall be either superior the Project and/or the land upon which the Premises or subordinate to all the Project are situated, or said ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items which is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and deeds become the Tenant of trust, if any, which may hereafter affect the Building, and successor in interest to all renewals, modifications, consolidations, replacements and extensions thereof; provided, Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this Lease. Within ten (10) days after request by Landlord, Tenant shall execute and deliver any additional documents evidencing Tenant's attornment or the subordination of this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of with respect to any such ground leases or underlying lease, leases or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In in the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of trust, subject to such beneficiary (including without limitation any nondisturbance requirement. Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement in for the form customarily required by such beneficiary) to subordinate this Lease and the rights benefit of Tenant under this Lease to reflecting the foregoing from any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be mortgagee or beneficiary, at Landlord's expense, subject to any offsets or defenses Tenant may have against a prior such other terms and conditions as the ground landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser mortgagee or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionbeneficiary may require.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesExcept as set forth in this Section 26, this Lease shall at all times be either superior or and remain subject and subordinate to the lien of all mortgages, ground or underlying leases, mortgages leases and deeds of trust on all or any portion of the Buildings and/or Premises. If Tenant is not in default hereunder, Landlord shall cause: (a) Any party holding a mortgage, ground lease or deed of trust on any portion of the Buildings or Premises as of the date hereof to execute and deliver to Tenant, a non-disturbance agreement in a form agreeable to Landlord and Tenant pursuant to which the holder of such mortgage or deed of trust will agree not to disturb the possession of Tenant under this Lease upon any foreclosure or exercise of power of sale under such mortgage, ground lease or deed of trust, if any, which may hereafter affect the BuildingTenant is not then in default thereunder, and to all renewalsthat the mortgagee, modificationsground lessor, consolidationsbeneficiary or other person claiming under such mortgage, replacements and extensions thereof; providedground lease or deed of trust will accept the attornment of Tenant thereafter, that so as long as Tenant is not then in default default; and (b) Any party acquiring a mortgage, ground lease or deed of trust on any portion of the Buildings or Premises after the date hereof to execute and deliver to Tenant a commercially reasonable non- disturbance agreement within thirty (30) days of such party's acquiring such mortgage, ground lease or deed of trust pursuant to which the holder of such mortgage, ground lease or deed of trust will agree not to disturb the possession of Tenant under this LeaseLease upon any foreclosure or exercise of power of sale under such mortgage, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage lease or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, if Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained is not then in this Leasedefault thereunder, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsothe mortgagee, within ten (10) days following written request of Landlord (beneficiary or the beneficiary other person claiming under any such mortgage, ground lease or deed of trust encumbering will accept the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or thereafter, as long as Tenant is not then in default. Tenant agrees that as to the lien of mortgagee, ground lessor beneficiary or any other person claiming under a mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to which Tenant has subordinated to Landlord's interest under this Lease. , Tenant will recognize such mortgagee, ground lessor beneficiary or other person as its Landlord under the provisions of this Lease, provided that such mortgagee, ground lessor beneficiary or other person, during the period in which it shall agree that any purchaser at a foreclosure sale or lender taking title under a deed be in lieu possession of foreclosure shall not be responsible for any act or omission of a prior landlordthe Premises, and thereafter its successors in interest, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, assume all of the obligations of Landlord hereunder and shall not be liable for have executed and delivered the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionnon- disturbance agreement referred to above.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all present and future ground or underlying leasesleases of the Project and to the lien of any mortgages or trust deeds, mortgages now or hereafter in force against the Project and deeds of trustthe Building, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that so long this Lease be superior thereto. Landlord agrees to use its commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement from all beneficiaries of all deeds of trust encumbering the Premises as Tenant of the date hereof (if any), provided that the delivery thereof is not in default a condition precedent to Tenant’s obligations under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed . Tenant covenants and agrees in the event of termination any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in lessor under this Lease, provided that Tenant shall not be disturbed in its possession under this Lease by any such successor so long Tenant is not in default hereunder beyond any applicable notice and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposecure periods. Tenant shall alsoshall, within ten (10) days following written of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant hereby irrevocably authorizes Landlord (or the beneficiary under any deed of trust encumbering the Building), to execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by name of Tenant any such beneficiary) instrument or instruments if Tenant fails to subordinate do so, provided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments of subordination or superiority. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the rights obligations of the Tenant under this Lease to any ground or underlying lease or to hereunder in the lien event of any mortgage foreclosure proceeding or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsale.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries29.1 Provided Lessee receives a nondisturbance agreement in commercially reasonable form, this Lease and the rights of Lessee hereunder, shall be either superior or subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may or any other hypothecation or security now or hereafter affect placed upon the Building, Project or any portion thereof and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. Notwithstanding such subordination, that Lessee's right to quiet possession of the Premises shall not be disturbed if Lessee is not in default beyond any applicable notice and cure period and so long as Tenant Lessee shall pay the rent and observe and perform all of the terms and provisions of this Lease within applicable notice and cure periods, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior or superior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. 29.2 Lessee agrees to execute any documents required to effectuate an attornment, a subordination or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be; provided that any holder of any mortgage, deed of trust or similar security instrument or any ground lessor shall agree in writing that in the event any mortgage, deed of trust or security instrument is foreclosed or a conveyance in lieu of foreclosure is made, or any ground lease or underlying lease terminates, Lessee's quiet enjoyment and possession of the Premises and other rights under this Lease shall not be disturbed so long as Lessee is not in default under this Lease, the terms and provisions of this Lease beyond any applicable notice and cure period and subject to any standard exclusions to Lessee's rights under the Lease which any holder or any ground lessor may require in such writing. Notwithstanding the foregoing, as a condition to Lessee's obligation to subordinate its leasehold interest to a ground lease or instrument of security, Lessor shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of obtain from any such ground lessors or underlying lease, or the foreclosure of any lenders such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionrecognition agreement.

Subordination. At This Lease, and the option rights of Landlord Tenant hereunder, are and shall be subordinate to the interests of (a) all present and future ground leases and master leases of all or any part of its mortgagees/deed the Building, (b) present and future mortgages and deeds of trust beneficiariesencumbering all or any part of the Building, this Lease shall be either superior (c) all past and future advances made under any such mortgages or subordinate to deeds of trust, and (d) all renewals, modifications, replacements and extensions of any such ground or underlying leases, master leases, mortgages and deeds of trusttrust (collectively, if any, "SECURITY DOCUMENTS") which may now or hereafter constitute a lien upon or affect the BuildingProject, and the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, subordinate or cause to be subordinated any such Security Documents to this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any such ground termination or underlying lease, or the foreclosure of any such mortgage Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within twenty (20) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder ("HOLDER") of any Security Document and specifically shall execute, acknowledge and deliver within twenty (20) days of demand therefor a subordination of lease or subordination of deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by the Holder of the Security Document requesting the document; the failure to do so by Tenant within such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or time period shall be a material default hereunder. Such instruments may contain, among other things, provisions to the lien effect that such lessor, mortgagee or beneficiary (hereafter, for the purposes of any mortgage or deed of trust; providedthis Section 18.1, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant a "SUCCESSOR LANDLORD") shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall (w) not be responsible liable for any act or omission of a Landlord or its predecessors, if any, prior landlordto the date of such Successor Landlord's succession to Landlord's interest under this Lease, shall (x) not be subject to any offsets or defenses which Tenant may might have been able to assert against a Landlord or its predecessors, if any, prior landlordto the date of such Successor Landlord's succession to Landlord's interest under this Lease, and shall (y) not be liable for the return of any security deposit not Security Deposit under this Lease unless the same shall have actually recovered by been deposited with such purchaser Successor Landlord, and (z) 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 bound by any rent paid in advance ability to terminate this Lease as a result of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationssuch Landlord default. Tenant acknowledges that Landlord’s mortgagees Landlord is hereby irrevocably appointed and successorsauthorized as agent and attorney-in-interest fact of Tenant to execute and deliver all beneficiaries under deeds of trust encumbering such subordination instruments in the Building are intended third party beneficiaries of this Sectionevent that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof.

Subordination. At To the option fullest extent permitted by law, this Lease, the rights of Landlord Tenant under this Lease and Tenant's leasehold interest shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the 1001 Ridder Building or the ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ or any other portion of its mortgagees/the Project, and (ii) the lien of any mortgage or deed of trust beneficiarieswhich may now or hereafter exist for which the 1001 Ridder Building or the ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, this Lease shall be either superior or subordinate to all ground leases or underlying leases, mortgages and deeds any other portion of the Project or Landlord's interest or estate therein is specified as security, provided, however, that any such subordination to any subsequent ground lease, underlying lease, mortgage or deed of trust shall be conditioned upon the ground lessor, mortgagee or beneficiary executing a commercially reasonable non-disturbance agreement in favor of Tenant. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to require this Lease be superior to any such ground leases or underlying leases or any such liens, mortgage or deed of trust. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, if anyTenant shall attorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect the Buildingprovided such successor in interest will not disturb Tenant's use, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated occupancy or Tenant’s quiet enjoyment of the Premises disturbed if Tenant is not in material default of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) business days of a written demand or request by Landlord and in the event form reasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust, to which this . Landlord shall obtain a commercially reasonable subordination and non-disturbance agreement from any lender holding an encumbrance against the 1001 Ridder Building or the ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ as of the Lease has been subordinated pursuant to this Section. In Date on such lender’s recordable form (the event “SNDA”) after the mutual execution and delivery of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At This Lease is and shall be subordinate to all mortgages, which may now or in the option future be a lien upon the real property of Landlord which the demised Property form a part and are recorded amongst the public records of Indian River County, Florida, and to any modifications, extensions, renewals and/or replacements thereof, provided, however, that during the initial five (5) year term of this Lease, LESSOR agrees not to encumber the leased property in an amount greater than $900,000.00. In the event any proceedings are brought for the foreclosure of, or in any event of its mortgagees/exercise of the power of sale under, any mortgage covering the leased Property or in the event a deed is given in lieu of trust beneficiariesforeclosure of any such mortgage, LESSEE shall attorn to the purchaser, or grantee in lieu of foreclosure, upon any such foreclosure or sale and recognize such purchaser, or grantee in lieu of foreclosure, as the LESSOR under this Lease. Provided, however, that if this Lease is in full force and effect, the right to possession of LESSEE to the Property and LESSEE's rights arising out of this Lease shall not be either superior affected or subordinate disturbed by the rights of the mortgagee in the exercise of any rights under the mortgage or note secured thereby, nor shall LESSEE be named as a party defendant to all ground any foreclosure to the lien of the mortgage. In the event that the mortgagee, or underlying leasesany person, mortgages and deeds acquires title to the lease Property pursuant to the exercise of trust, if any, which may hereafter affect any remedy provided for in the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Leasemortgage, this Lease shall not be terminated or Tenant’s quiet enjoyment affected by said foreclosure or sale, or any such proceeding, and the mortgagee shall agree that any sale of the Premises disturbed in leased Property pursuant to the event of termination exercise of any such ground or underlying leaserights and remedies under the mortgage, or the foreclosure of any such mortgage or deed of trustotherwise, shall be made subject to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to LESSEE hereunder. Attached hereto and incorporated herein is the lien of any mortgage or deed of trust; providedExhibit "C", howeverSubordination, that any such beneficiary mayNon-Disturbance and Attornment Agreement between LESSOR, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlordLESSEE, and shall not be liable for LENDER, as fully executed by the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of respective LESSOR, LESSEE, and LENDER, reflecting the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries provisions of this SectionParagraph 5.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable subordination, non-disturbance and attornment agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments commercially reasonable subordination, non-disturbance and attornment agreements as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/deed of trust beneficiariesfirst mortgagee. with a lien on the Site, the Premises, the Building (or any portion thereof) or any ground lessor with respect to the Site and/or the Building (or any portion thereof), this Lease shall be either superior or subject and subordinate to at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Site, the Premises, the Building (or any portion thereof) or the land upon which the Building is situated or both, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Site, the Premises, the Building, land, ground leases or underlying leases, mortgages and deeds or Landlord’s interest or estate in any of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereofsaid items is specified as security; provided, however, that any such self-operating subordination shall be expressly conditioned on Tenant’s rights under this Lease not being disturbed so long as Tenant is not in default under this LeaseLease (after notice and applicable cure periods). 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 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 under this Lease (after notice and applicable cure periods), unless the Lease is otherwise terminated or Tenant’s quiet enjoyment of the Premises disturbed pursuant to its terms. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the event form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust, . Should Tenant fail to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of sign and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute return any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, such documents within ten (10) business days following written request of receipt of a second demand for the execution of such documentation, Tenant shall be in default of this Lease. Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time shall use its commercially reasonable efforts to time by Landlord or such beneficiary (including without limitation any obtain a subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights agreement, on Landlord’s lender’s standard form, within a reasonable time following execution of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesLandlord, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds any first mortgage or first deed of trust, if any, trust which may now or hereafter affect affects the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. Tenant shall, that upon written request of Landlord, execute and deliver such instruments as may be required to subordinate the rights of Tenant under this Lease to such ground or underlying leases or to the lien of any such first mortgage or first deed of trust, or, if requested by Landlord, to subordinate any ground or underlying lease or the lien of any such first mortgage or first deed of trust to this Lease. Tenant appoints Landlord as its attorney-in-fact for the term of this Lease to execute on behalf of Tenant any such instruments. Notwithstanding any subordination, so long as Tenant is not in default under this Leasehereunder, this Lease shall not be terminated or nor shall Tenant’s 's quiet enjoyment of the Premises be disturbed in the event of termination of any such ground or underlying lease, lease or the foreclosure of any such first mortgage or first deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a such termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s such successor for that such purpose. If in connection with any attempt by Landlord to obtain financing to construct the Premises, or permanent financing upon completion of construction, the prospective lender shall request modifications to this Lease as a condition to such financing, Tenant shall alsonot unreasonably withhold or delay its consent thereto, within ten (10) days following written request of Landlord (or provided that such modifications do not materially increase the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights obligations of Tenant under this Lease to any ground hereunder or underlying lease or to materially and adversely affect the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-leasehold interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionhereby created.