Common use of Subordination Clause in Contracts

Subordination. Lessee agrees that this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lessee

Subordination. Lessee agrees that this This Lease and Lessee’s interest herein all rights of Tenant hereunder shall be, at the option of Landlord, subordinate to (so long a) all matters of record, (b) all ground leases, overriding leases and underlying leases (collectively referred to as the debt encumbering said Facility does "leases") of the Building or the Property now or hereafter existing, (c) all mortgages and deeds of trust (collectively referred to as the "mortgages") which may now or hereafter encumber or affect the Building or the Property, and (d) all renewals, modifications, amendments, replacements and extensions of leases and mortgages and to spreaders and consolidations of the mortgages, whether or not exceed the then appraised fair market value leases or mortgages shall also cover other lands, buildings or leases. The provisions of this Article 21.1 shall be self-operative and no further instruments of subordination shall be required. In confirmation of such Facility) on written request by Lessor subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any lease or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject any of their respective assigns or successors in interest may reasonably request to evidence such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; subordination provided that Lessor Landlord shall deliver diligently attempt to Lessee obtain from the holder or proposed holder of such mortgage or lien, party an agreement, in form and substance reasonably satisfactory agreement not to Lessee, (i) recognizing the existence of this Lease and providing that disturb Tenant's occupancy so long as Lessee complies with the obligations imposed on it in this Lease and Tenant is not in default hereunder, neither Lessee nor on a form customarily used by, or otherwise reasonably acceptable to, such party. Any lease to which this Lease is subject and subordinate is called a "Superior Lease" and the lessor under a Superior Lease or its assigns or successors in interest is called a "Superior Lessor". Any mortgage to which this Lease is subject and assigns shall he disturbed subordinate is called a "Superior Mortgage " and the holder of a Superior Mortgage is called a "Superior Mortgagee". If Landlord, a Superior Lessor or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereundera Superior Mortgagee requires that such instruments be executed by Tenant, Tenant's failure to do so within ten (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (3010) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process after request therefor shall be applied in accordance with deemed an Event of Default under this Lease. Initialed Tenant waives any right to terminate this Lease because of any foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord (and any successor Landlord) as Tenant's attorney-in-fact, with full power of substitution coupled with an interest, to execute and deliver to any Superior Lessor or Superior Mortgagee any documents required to be executed by Tenant for identification by: Lessor Lesseeand on behalf of Tenant if Tenant shall have failed to do so within ten (10) days after request therefore.

Subordination. Lessee Tenant acknowledges and agrees that Landlord is the owner of the Building, that all of the rights and undertakings of Tenant under this Lease are subject to the interest of, and Lesseeinure to the benefit of Landlord, and that Landlord may assign its interest in this Lease or any part hereof or right hereunder; and if such assignment occurs, Xxxxxx agrees that it shall be bound under this Lease to such assignee upon receipt of written notice thereof from Landlord. Upon Xxxxxx’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value receipt of such Facility) on written request notice Landlord shall then and thereafter be relieved of all liability under this Lease, and Xxxxxx agrees to look solely to Xxxxxxxx’s assignee for the performance of Landlord’s duties and obligations under this Lease. This Lease is subject to all mortgages and deeds to secure debt which may now or hereafter encumber the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self‐operative and no further instrument or subordination need be required by Lessor or the holder of any first such security instrument. In confirmation of such subordination, however, Tenant shall at Landlord’s request execute promptly any appropriate certificate or instrument which Landlord may request. Tenant hereby constitutes and appoints Landlord the Tenant’s attorney‐in‐fact to execute any such certificate or instrument for and on behalf of Tenant. In the event of the enforcement of any of the remedies provided for by law or by such mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed Tenant will, upon request of trust, any person or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and party succeeding to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not of Landlord as a result of such enforcement, automatically become the Tenant of such successor in default under interest without interruption or change in the terms or other provisions of this Lease; provided, upon written request however, that such successor in interest shall not be bound by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing any payment of rent or additional rent for more than one month in advance except prepayments in the existence nature of security for the performance by Tenant of its obligations under this Lease or (ii) any amendment or modification of this Lease and providing that so long as Lessee complies with made without the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession written consent of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice holder of any default such security instrument after notice thereof is given to Tenant. Upon request by Lessor such successor in interest, Xxxxxx shall execute and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseedeliver an instrument or instruments confirming the attornment herein provided for.

Subordination. Lessee agrees The indebtedness evidenced by this Note, and the payment of principal of, premium, if any, and interest on the Notes (including with respect to any repurchase of the Notes) is hereby expressly subordinated in right of payment to Senior Indebtedness. So long as any default by the Company has occurred under any instrument or agreement evidencing any Senior Indebtedness, no payment shall be made in respect of this Note until, in the case of a payment default, upon the date on which such default is cured or waived and, in the case of a non-payment default, the earlier of the date on which such non-payment default is cured or waived or 179 calendar days after the date on which the applicable payment blockage notice is received by the Company, unless a payment default has occurred and is continuing, including as a result of the acceleration of the maturity of any Senior Indebtedness. After a payment blockage notice is given for a non-payment default, no new period of payment blockage for a non-payment default may be commenced unless and until three hundred sixty (360) calendar days have elapsed since the effectiveness of the immediately prior payment blockage notice and all scheduled payments of principal, premium, if any and interest on this Note that have come due have been paid in full in cash. Nothing in this Lease Section 3 hereof shall prohibit conversion of this Note pursuant to Section 4 hereof. Upon any distribution to the creditors of the Company upon any total or partial liquidation, dissolution or winding up of the Company or in any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, whether voluntary or involuntary, or assignment for the benefit of creditors or any marshalling of the Company’s assets or liabilities, the holders of Senior Indebtedness shall be entitled to be indefeasibly paid in full in cash before the Holder shall be entitled to receive any payment. In the event the Holder obtains any payment in violation of the terms of subordination contained herein, such funds shall be held in trust for the holders of Senior Indebtedness and Lessee’s interest herein paid to them or their representatives upon request. The Holder may not commence any action or proceeding against the Company to recover all or any part of this Note unless (a) a representative of the lenders under the Credit Agreement shall (so long i) also join in bringing any proceedings against the Company or (ii) request the Holder to file a claim in any such proceeding or (iii) the Senior Indebtedness has been indefeasibly paid in fill in cash. If any payment or other transfer to any holder of Senior Indebtedness is held to constitute a preference or voidable transfer under applicable state or federal laws, or if for any other reason any holder of Senior Indebtedness is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person or to reconvey any property transferred, such payment or other transfer to such holder of Senior Indebtedness shall not constitute a release of the Holder from any liability or obligations hereunder, and the Holder agrees and acknowledges that the subordination provided in this Section 3 shall continue to be effective or shall be reinstated, as the debt encumbering said Facility does not exceed case may be, to the then appraised fair market value extent of any such Facility) on written request payment or payments or other transfer. No action or inaction taken by Lessor any holders of any Senior Indebtedness shall in any manner impair the obligations of the Holder or affect the rights of any holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be Senior Indebtedness in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part respect of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; subordination provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeSection 3.

Subordination. Lessee agrees that this Lease Any indebtedness of Borrower or any Subsidiary Guarantor now or hereafter held by Holdings is hereby subordinated to the prior payment in full in immediately available funds of all the Guaranteed Obligations, and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder indebtedness of any first mortgage Loan Party to Holdings, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by Holdings as trustee for the Guaranteed Parties, shall be segregated from all other property or proposed first mortgage on a Facility, funds of Holdings and shall be made subordinate and subject paid over to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part Administrative Agent for the 135 benefit of the Facility; and Guaranteed Parties for application to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not Guaranteed Obligations in default under accordance with the terms of this LeaseAgreement, upon written request or if this Agreement does not provide for the application of such amount, to be held by Lessorthe Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, Lessee but without affecting or impairing in any manner the liability of Holdings under the other provisions of this Guaranty. In the event that Holdings receives any payment of any indebtedness described in the first sentence of this Section 11.07 prior to the Facility Termination Date and during the existence of an Event of Default, such payment of such indebtedness which has been received by Holdings, if requested by the Administrative Agent, shall subordinate be received by Holdings as trustee for the Guaranteed Parties, shall be segregated from all other property or funds of Holdings and shall be paid over to the Administrative Agent for the benefit of the Guaranteed Parties for application to the Guaranteed Obligations in accordance with the terms of this Lease Agreement or, if this Agreement does not provide for the application of such amount, to an existing be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Prior to the transfer by Holdings of any note or future first mortgage negotiable instrument evidencing any indebtedness of any Loan Party to Holdings, Holdings shall xxxx such note or similar interest negotiable instrument with a legend that the same is subject to secure financing this subordination. Without limiting the generality of the foregoing, Holdings hereby agrees with the Guaranteed Parties that it will not exercise any right of subrogation which it may at any time otherwise have as aforesaida result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until after the Facility Termination Date has occurred; provided that Lessor if any amount shall deliver be paid to Lessee from the holder or proposed holder Holdings on account of such mortgage subrogation rights prior to such time, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent for the benefit of the Guaranteed Parties to be credited and applied to the Guaranteed Obligations, whether matured or lien, an agreementunmatured, in form and substance reasonably satisfactory to Lessee, (i) recognizing accordance with the existence terms of this Lease and providing that so long Agreement or, if this Agreement does not provide for the application of such amount, to be held by the Administrative Agent as Lessee complies with collateral security for any Guaranteed Obligations thereafter existing. Upon the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession occurrence of the Facility or in Termination Date, Holdings shall be subrogated to the full enjoyment rights of the rights granted Lessee hereunder, (ii) agreeing Guaranteed Parties to give Lessee notice receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of any default the Loan Parties held by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process Holdings shall be applied paid in accordance with this Lease. Initialed for identification by: Lessor Lesseefull.

Subordination. Lessee agrees that As of the date of this Lease, the Building is not subject to a ground lease, mortgage, or trust deed. However, this Lease shall be subject and Lessee’s interest herein shall (so long as subordinate to all future ground or underlying leases of the debt encumbering said Facility does not exceed Building or Project and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, trust deed to secure debt, deed of trust, or other encumbrances hereafter in force against the Building or Project or any similar method of financing or refinancingpart thereof, placed by Lessor against any part of the Facility; if any, and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder 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. Notwithstanding the foregoing, Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s), reasonably acceptable to Tenant (the "Non-disturbance Agreement"), in favor of Tenant from any ground lessor, mortgage holders or lien holders of Landlord who later come into existence at any time prior to the expiration of the Lease Term shall be in consideration of, and the interest thereon. If Lessor is not in default under the terms of this Leasea condition precedent to, upon written request by Lessor, Lessee shall Tenant's agreement to subordinate this Lease to an existing or any such future first ground lease, mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from lien. Tenant covenants and agrees in the holder or proposed holder event any proceedings are brought for the foreclosure of any such mortgage or liendeed in lieu thereof (or if any ground lease is terminated), an agreementto 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 form lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and substance reasonably satisfactory to Lesseerecognize such purchaser or lienholder or ground lessor as the lessor under this Lease, (i) recognizing provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the existence rent and observes and performs the TCCs of this Lease to be observed and providing that so long performed by Tenant. Landlord's interest herein may be assigned as Lessee complies with security at any ./ -/// -41- XXXXXX REALTY, L.P. [ACADIA Pharmaceuticals Inc.] time to any lienholder. Tenant shall, within five (5) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the obligations imposed on it in subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession the obligations of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground or underlying leases of the debt encumbering said Facility does not exceed Land and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facilitytrust deed, now or hereafter in force against the Land and the Office Section, or any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made subordinate and subject to upon the security of such first mortgage or first lientrust deed, whether same unless the holders of such first mortgage or first trust deed, or the lessors under such ground lease or underlying leases require in writing that this Lease shall be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such first mortgage, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale if so requested to do so by such purchaser, and to recognize such purchaser as the lessor under this Lease. Tenant shall at Landlord's request 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 first mortgage, first trust deed, ground leases or underlying leases; provided, however, that Tenant shall not (unless it is in default under this Lease) be required to subordinate to any documents that are entered into after the Commencement Date unless Tenant is furnished with an Agreement of Subordination, Non-Disturber and Attornment in the mortgagee's or lessor's usual form in connection with any request for subordination. Tenant hereby grants to Landlord an irrevocable power of attorney, coupled with an interest, to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to do so, provided that such shall in no way relieve Tenant from the obligation of executing such instruments of subordination or superiority. Tenant shall execute and deliver, upon the execution of this Lease, and Landlord shall use reasonable efforts to cause the mortgagee and ground lessor to execute and deliver to Tenant, as promptly as feasible after the execution of this Lease, an Agreement of Subordination, Non-Disturber and Attornment in the form of Exhibit D attached hereto and made a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseehereof.

Subordination. Lessee agrees that this This Lease and LesseeTenant’s interest herein and rights hereunder are and shall (so long as be subject and subordinate at all times to the debt encumbering said Facility does not exceed lien of any first mortgage, now existing or hereafter created on or against the then appraised fair market value Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of such Facility) any further instrument or act on written request by Lessor or the part of Tenant. Tenant agrees, at the election of the holder of any first 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. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage or proposed first mortgage on a Facilityto this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be made subordinate and subject deemed prior to such first mortgage without regard to their respective dates of execution, delivery or first lienrecording 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, whether same delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease shall be in deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the form “holder” of a mortgage, deed mortgage shall be deemed to secure debt, include the beneficiary under a deed of trust. Notwithstanding the foregoing, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; such subordination to a future mortgagee shall be effective only after such mortgagee has executed and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereondelivered a non-disturbance agreement on mortgagee’s commercially standard form. If Lessor there is not in default under a mortgage or deed of trust encumbering the terms Building, then promptly following execution of this Lease, upon written request by LessorLandlord agrees to use commercially reasonable efforts to obtain from its current mortgagee (if any) a subordination, Lessee non-disturbance and attornment agreement (an “SNDA”) in favor of Tenant on such mortgagee’s standard form; provided, however, Tenant acknowledges and agrees that Landlord’s failure to obtain the SNDA shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any constitute a default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with Landlord under this Lease. Initialed Landlord shall be responsible for identification by: Lessor Lesseeany fees and charges (including, without limitation, attorneys’ fees) payable to such mortgagee in connection with providing a commercially reasonable SNDA, and Tenant shall be responsible for any fees and charges (including, without limitation, attorneys’ fees) payable to such mortgagee in connection with Tenant’s election to negotiate such SNDA.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof; provided, however, that Landlord obtains from the lender or other party in question a Facilitywritten undertaking in favor of Tenant, be made subordinate pursuant to a commercially customary Subordination and subject Non-Disturbance Agreement (a “SNDA”), to the effect that such first mortgage lender or first lienother party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, whether same be in within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or leasehold estates, in the form of a SNDA or other document which also confirms the mortgage or deed of trust holder’s or other applicable party’s non-disturbance agreement. Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after requested execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment; provided that as part of the Facility; and such attornment acknowledgement by Tenant, such Purchaser also acknowledges Tenant’s rights hereunder. Tenant agrees to all renewals, modifications replacements, consolidations and extensions thereof and to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord’s default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee Except as expressly provided in Section 4 above with respect to semi-annual payments of accrued interest, the Company and the Holder hereby agree that the obligations of the Company to the Holder hereunder shall be subordinated in all respects, including in right of payment, to the Senior Debt and that the Holder shall not be entitled to receive any payment from the Company hereunder until the Senior Debt has been discharged in full. The Holder, by its acceptance of this Note, (a) irrevocably authorizes the Collateral Agent, on the Holder’s behalf, to take such action as may be requested by the Senior Lender or the Company to effectuate such subordination as provided in this Section 7, including, without limitation, the execution and delivery of a Subordination Agreement, the terms of which will be binding on the Holder, and (b) irrevocably appoints and designates the Collateral Agent as the Holder’s attorney-in-fact for any and all such purposes and authorizes the Collateral Agent to perform obligations and take actions under the Subordination Agreement in accordance with the terms thereof. The Holder of this Note, whether upon original issue or upon assignment hereof, by such Holder’s acceptance hereof, agrees that this Lease and Lessee’s interest herein Note shall (so long as be subject to the debt encumbering said Facility does not exceed the then appraised fair market value provisions of such Facility) on written request by Lessor or Subordination Agreement. Notwithstanding the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lesseeforegoing, (i) recognizing at the existence of this Lease Company’s request, the Holder agrees to execute and providing that so long as Lessee complies with deliver to the obligations imposed on it in this Lease Company a counterpart signature page to the Subordination Agreement, and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing the Collateral Agent shall not have any duties or responsibilities with respect to give Lessee notice the subject matter of the Subordination Agreement, except those expressly set forth in the Subordination Agreement, nor shall the Collateral Agent have or be deemed to have any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultfiduciary relationship with the Holder or the Company, and (iii) agreeing that casualty proceeds and condemnation process no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be applied in accordance with read into the Subordination Agreement or otherwise exist against the Collateral Agent. The Company covenants that without the prior written consent of the Required Holders, it will not amend the Senior Debt to (1) extend the term of the Senior Debt such that its maturity date extends beyond the maturity date of the Notes or (2) increase the principal amount or the interest rate of the Senior Debt. The Company acknowledges and agrees that the Third Lien Notes are subordinate to this Lease. Initialed for identification by: Lessor LesseeNote.

Subordination. Lessee agrees that this Lease The payment of the principal of, premium, if any, and Lessee’s interest herein on, the Notes will be subordinated in right of payment, as set forth in the Indenture, to the prior payment in full of all Senior Indebtedness in cash or cash equivalents or in any other form as acceptable to the holders of Senior Indebtedness. The Notes will be senior subordinated indebtedness of the Company ranking pari passu with all other existing and future senior subordinated indebtedness of the Company and senior to all existing and future Subordinated Indebtedness of the Company. (Section 1201) During the continuance of any default in the payment of any Designated Senior Indebtedness no payment (other than payments previously made pursuant to the provisions described under "-- Defeasance or Covenant Defeasance of Indenture") or distribution of any assets of the Company of any kind or character (excluding certain permitted equity interests or subordinated securities) shall be made on account of the principal of, premium, if any, or interest on, the Notes or on account of the purchase, redemption, defeasance or other acquisition of, the Notes unless and until such default has been cured, waived or has ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or cash equivalents or in any other form as acceptable to the holders of Senior Indebtedness after which the Company shall resume making any and all required payments in respect of the Notes, including any missed payments. During the continuance of any non-payment default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated (so long as a "Non-payment Default") and after the debt encumbering said Facility does not exceed receipt by the then appraised fair market value Trustee from a representative of such Facility) on written request by Lessor or the holder of any first mortgage Designated Senior Indebtedness of a written notice of such Non-payment Default, no payment (other than payments previously made pursuant to the provisions described under "-- Defeasance or proposed first mortgage on a Facility, Covenant Defeasance of Indenture") or distribution of any assets of the Company of any kind or character (excluding certain permitted equity or subordinated securities) may be made subordinate and subject to such first mortgage or first lienby the Company on account of the principal of, whether same be in the form of a mortgagepremium, deed to secure debt, deed of trustif any, or any similar method of financing interest on, the Notes or refinancing, placed by Lessor against any part on account of the Facility; and to all renewalspurchase, modifications replacementsredemption, consolidations and extensions thereof and to any and all advances made thereunder defeasance or other acquisition of, the Notes for the period specified below (the "Payment Blockage Period"). The Payment Blockage Period shall commence upon the receipt of notice of the Non-payment Default by the Trustee and the interest thereon. If Lessor is not in default under the terms Company from a representative of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form any Designated Senior Indebtedness and substance reasonably satisfactory to Lessee, shall end on the earliest of (i) recognizing the existence first date on which more than 179 days shall have elapsed since the receipt of this Lease and providing that so long such written notice (provided such Designated Senior Indebtedness as Lessee complies with the obligations imposed on it in this Lease and is to which notice was given shall not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereundertheretofore have been accelerated), (ii) agreeing the date on which such Non-payment Default (and all Non-payment Defaults as to give Lessee which notice is given after such Payment Blockage Period is initiated) are cured, waived or ceased to exist or on which such Designated Senior Indebtedness is discharged or paid in full in cash or cash equivalents or in any other form as acceptable to the holders of any default Designated Senior Indebtedness or (iii) the date on which such Payment Blockage Period (and all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) shall have been terminated by Lessor and written notice to give Lessee at least thirty the Company or the Trustee from the representatives of holders of Designated Senior Indebtedness initiating such Payment Blockage Period, after which, in the case of clauses (30i), (ii) days in which to cure Lessor’s default, and (iii) agreeing ), the Company shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. In no event will a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Company or the Trustee of the notice initiating such Payment Blockage Period (such 179-day period referred to as the "Initial Period"). Any number of notices of Non-payment Defaults may be given during the Initial Period; provided that casualty proceeds during any 365-day consecutive period only one Payment Blockage Period during which payment of principal of, or interest on, the Notes may not be made may commence and condemnation process shall be applied in accordance the duration of the Payment Blockage Period may not exceed 179 days. No Non-payment Default with this Leaserespect to Designated Senior Indebtedness which existed or was continuing on the date of the commencement of any Payment Blockage Period will be, or can be, made the basis for the commencement of a second Payment Blockage Period, whether or not within a period of 365 consecutive days, unless such default has been cured or waived for a period of not less than 90 consecutive days. Initialed for identification by: Lessor Lessee(Section 1203)

Subordination. Lessee agrees that The rights and interests of Tenant under this Lease and Lessee’s interest herein in and to the Premises shall (so long as be subject and subordinate to all easements and recorded restrictions, covenants, and agreements pertaining to the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor Project, or the holder of any first mortgage or proposed first mortgage on a Facilitypart thereof, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed all deeds of trust, or any similar method of financing or refinancingmortgages, placed by Lessor against any part of the Facility; and other security instruments and to all renewals, modifications replacementsmodifications, consolidations consolidations, replacements and extensions thereof (the “Security Documents”) heretofore or hereafter executed by Landlord covering the Premises, the Building or any part of the Project, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After Tenant’s receipt of a notice from Landlord that it has entered into one or more Security Documents, then, during the term of such Security Documents, Tenant shall deliver to the holder or holders of all Security Documents a copy of all notices to Landlord and shall grant to such holder or holders the right to cure all defaults, if any, of Landlord hereunder within the same time period provided in this Lease for curing such defaults by Landlord and, except with the prior written consent of the 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 any holder of any Security Documents or its successor in interest by foreclosure or otherwise. The provisions of this subsection shall be self-operative and all advances made thereunder shall not require further agreement by Tenant; however, at the request of Landlord, Tenant shall execute such further documents as may be required by the holder of any Security Documents. At any time and from time to time upon not less than ten (10) days' prior notice by Landlord, Tenant shall execute, acknowledge and deliver to the interest thereon. If Lessor is not in default under Landlord a written estoppel certificate certifying: (i) the terms Rentable Area of the Premises, (ii) the Commencement Date and Expiration Date of this Lease, upon written request by Lessor(iii) the Base Rent, Lessee shall subordinate Base Rent Adjustment and expense stop, (iv) that this Lease to an existing is unmodified and in full force and effect, or future first mortgage if there have been modifications, that the same is in full force and effect as modified and stating the modifications, (v) whether or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from not the holder Landlord is in default in the keeping, observance or proposed holder performance of such mortgage or lienany covenant, an agreement, in form and substance reasonably satisfactory to Lesseeterm, (i) recognizing the existence provision or condition of this Lease and, if so, specifying each such default, (vi) that Tenant has unconditionally accepted and providing occupied the Premises, (vii) that so long as Lessee complies all requirements of the Lease have been complied with the obligations imposed on it 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 Lease; and is not in default hereunder(ix) such other matters as Landlord may reasonably request, neither Lessee nor its successors and assigns shall he disturbed it being intended that any such statement may be relied upon by any prospective purchaser, mortgagee or molested in its possession assignee of any mortgage of the Facility Building or in the full enjoyment Project or of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeLandlord's interest therein.

Subordination. This Lease shall be subject and subordinate at all times to any ground lease, or the lien of any mortgages, deeds of trust or other security instruments in any amount or amounts whatsoever now or hereafter placed on or against Lessor's interest herein xxxxxut the necessity of the execution and delivery of any further instruments on the part of Lessee agrees to effectuate such subordination; provided, however, that so long as Lessee is not in default hereof, the terms of this Lease and Lessee’s 's rights hereundex xxxxl not be affected by foreclosure or other proceedings under such ground leases or security instruments. Lessee hereby agrees, at xxx xritten request of any lienholder or purchaser of Lessor's interest herein pursuaxx xx such foreclosure or other proceedings, to attorn to such lienholder or purchaser or, at such lienholder's or purchaser's option, to enter into a new lease for the balance of the term hereof upon the same terms and provisions as are contained in this Lease. Notwithstanding the foregoing, Lessee shall execute and xxxxxer such further instrument or instruments evidencing such subordination of this Lease to the ground lease or lien of any such mortgages, deeds of trust or other security instruments as may be requested by Lessor within ten (10) days after receipt of written notice to do so and the receipt by Lessee of the instrumentx xx xe executed by it. Lessee hereby appoints Lessor, its successors and assigns, the attorney-in-fact of Lessee irrevocably to execute and deliver any and all such instruments for an on behalf of Lessee; provided, howevex, xxxt Lessee shall not be required to effectuate such subordination, nor shall Lessor be authorized to effect such subordination on behalf of Lessee, unless the mortgxxxx xr beneficiary named in such mortgage, deed of trust or other encumbrance or purchaser of Lessors interest shall first agree in writing, for the benefit of Lessee, that so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor Lessee is not in default under any of the terms of this Leaseprovisions, upon written request by Lessor, Lessee shall subordinate this Lease to an existing covenants or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence conditions of this Lease on the part of Lessee to be kept and providing that so long as Lessee complies with the obligations imposed on it in performed, neither this Lease and is not in default hereundernor any of the rights of Lessee hereunder shall be terminated or modified or be subject to termination or modification, neither Lessee nor its successors and assigns shall he disturbed or molested in its Lessee's possession of the Facility Premises be disturbed or in the full enjoyment interfered with, by any trustee's sale or by any action or proceeding to foreclose said mortgage, deed of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseetrust or other encumbrance.

Subordination. Lessee agrees that Landlord shall have the right to transfer, mortgage, assign, pledge, and convey in whole or in part the Premises, the Building, the Office Campus, this Lease and Lessee’s interest all rights of Landlord existing and to exist, and all rents and amounts payable to it under the provisions of this Lease; and nothing herein contained shall (so long as limit or restrict any such right. The rights of Tenant under this Lease shall be subject and subordinate to all instruments executed and to be executed in connection with the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder exercise of any first mortgage or proposed first mortgage on a Facilitysuch right of Landlord, be made subordinate and subject to such first mortgage or first lienincluding but not limited to, whether same be in the form lien of a any mortgage, deed to secure debt, deed of trust, trust or any similar method of financing security agreement now or refinancing, hereafter placed by Lessor against any part of upon the Facility; Premises and the Office Campus and to all renewals, modifications replacementsmodifications, consolidations consolidations, and extensions thereof thereof. This subordination shall not require the agreement or consent of Tenant, but Tenant covenants and agrees, if requested, to any execute and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms deliver within fifteen (15) days of this Lease, upon written request by Lessor, Lessee shall subordinate receipt from Landlord such further instruments subordinating this Lease to an existing the lien of any such mortgage, deed of trust or future first security agreement as shall be requested by Landlord and/or any mortgagee, proposed mortgagee or holder of any security agreement. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute and deliver any such instrument for and in the name of Tenant. Notwithstanding anything set out in this Lease to the contrary, in the event the holder of any mortgage or similar interest deed of trust elects to secure financing as aforesaid; provided have this Lease superior to its mortgage or deed of trust, then upon Tenant being notified to that Lessor effect by such encumbrance holder, this Lease shall deliver be deemed to Lessee from be prior to the holder or proposed holder lien of such mortgage or liendeed of trust, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of whether this Lease and providing that so long as Lessee complies with is adopted prior to or subsequent to the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed date of such mortgage or molested in its possession deed of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseetrust.

Subordination. Lessee Tenant agrees that the rights of Tenant under this Lease are subject and Lessee’s interest herein shall subordinate to, and within five (so long 5) business days after the request of Landlord from time to time, Tenant will confirm the subordination of this Lease to, each ground lease now or hereafter covering all or any part of the Land and each mortgage or deed of trust which may now or hereafter encumber the Property, as well as to all renewals, modifications, consolidations, replacements and extensions thereof, by executing and delivering to Landlord a written subordination agreement in form as required by the debt encumbering said Facility does not exceed the then appraised fair market value of lessor under any such Facility) on written request by Lessor ground lease or the holder of any first such mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancingprovided, placed by Lessor against any part however, that Tenant’s subordination to the interests of the Facility; holders of mortgages, deeds of trust or ground leases which do not now encumber the Property, but which encumber the Property in the future, shall be subject to the execution by such holder and Tenant of an SNDA (hereinafter defined) in such form as such holder may require, but containing the agreement of such holder not to all renewalsdisturb the Tenant’s possession of the Leased Premises after enforcement of such mortgage, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and deed of trust or ground lease during the interest thereon. If Lessor is not in default under the terms term of this Lease, provided that no default on the part of Tenant shall have theretofore occurred or shall thereafter occur under this Lease , and containing such other agreements and certifications on the part of Tenant as such lessor or holder may require. Tenant expressly recognizes and agrees that (i) the holder of any such mortgage or deed of trust may sell the Property, and the lessor under any such ground lease may terminate such lease or the ground lessee's right of possession thereunder, in the manner provided for by law in, or in connection with, such instrument, and (ii) such sale or other action may be made subject to this Lease. In the event of the enforcement by the lessor under any such ground lease or the holder of any such mortgage or deed of trust of the remedies provided for by law or by such ground lease, mortgage or deed of trust, Tenant will, upon request of said lessor or holder, or any person or party succeeding to the interest of said holder as a result of such enforcement, automatically become tenant of said lessor or holder, or successor in interest, without change in the terms or provisions of this Lease; provided, however, that said lessor, holder or successor in interest, shall not be (1) bound by any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance 175368 2031.0 Synthesis Energy Systems – 12.7.07 by Tenant of its obligations under this Lease which are actually delivered by Landlord to such lessor, holder or successor in interest, (2) bound by any amendment or modification of this Lease made without the written consent of such lessor, holder or successor in interest if such lessor, holder or successor in interest had previously notified Tenant in writing of its interest, (3) liable for, or subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord as the prior lessor under this Lease, nor for any return of the Security Deposit or any advance rentals paid by Tenant to Landlord, except to the extent to which such sums are actually delivered by Landlord to said lessor, holder or successor in interest, (4) personally liable under the Lease, such lessor’s or holder’s liability thereunder being limited to its then interest, if any, in the Property, or (5) bound by any provision in the Lease which obligates Landlord to make any improvements to the Leased Premises or Property, or to pay any sums to or reimburse Tenant in respect of improvements made or to be made to the Leased Premises, or to repair, rebuild or restore any improvements following any casualty or taking in or under threat of eminent domain, or to apply proceeds of casualty insurance or eminent domain awards other than as provided in the ground lease or deed of trust, as applicable, which shall govern over any conflicting provision hereof with respect thereto. Upon request by Lessorany such lessor, Lessee holder or successor in interest, Tenant shall subordinate this Lease execute and deliver an instrument or instruments in such form as said lessor, holder or successor in interest may require, confirming the attornment herein provided for, and containing such other certifications and agreements as said lessor, holder or successor in interest may require, . Landlord agrees to an existing or future first use commercially reasonable efforts to obtain (and Tenant agrees to sign upon request of Landlord, if so obtained by Landlord) a Subordination, Nondisturbance and Attornment Agreement in such other form as may then be required by such mortgagee (“SNDA”), from each mortgagee holding a mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee deed of trust affecting the Property or any portion thereof (i) within sixty (60) days from the holder date of this Lease, as to existing mortgagees, or proposed holder (ii) at or before the execution by Landlord or its successor of such mortgage or liendeed of trust, an agreementas to future mortgagees, but Tenant acknowledges that Landlord cannot and does not guarantee Tenant that Landlord can succeed in form and substance reasonably satisfactory to Lesseeobtaining any such SNDA, (i) recognizing the existence of nor shall Landlord’s rights or Tenant’s obligations under this Lease and providing that so long as Lessee complies with the obligations imposed on it be affected by any failure of Landlord to succeed in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of obtaining any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseesuch SNDA.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such first mortgage lender or first lienother party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, whether same be in within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or any similar method of financing or refinancingleasehold estates (hereinafter, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereonan “SNDA”). If Lessor is not in default under Tenant fails to deliver an executed SNDA to Landlord within ten (10) days after Landlord’s request therefor and pursuant to the terms of this Article 17, Landlord shall deliver to Tenant a second request (a “Second SNDA Request”) which shall request that Tenant execute and deliver to Landlord such SNDA within five (5) business days from the date thereof. Tenant hereby agrees that if Tenant fails to deliver an executed SNDA to Landlord within such five (5) business day period, then it would be impracticable or extremely difficult to fix Landlord’s actual damages; consequently, without limiting any other rights or remedies of Landlord, commencing on the sixth (6th) business day after Landlord delivers the Second SNDA Request to Tenant, Landlord shall have the right to charge Tenant an amount equal to Five Hundred Dollars ($500.00) per day for each day thereafter until Tenant delivers to Landlord an SNDA pursuant to the terms hereof. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, upon written request by Lessorwithin five (5) days after request, Lessee shall subordinate execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such first mortgage lender or first lienother party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, whether same be in within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord's default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage or trust deed, now or hereafter in force against the Building or Project, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. In consideration of, and Lesseeas a condition precedent to, Tenant’s agreement to permit its interest herein shall (so long as pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the debt encumbering said Facility does not exceed Building or Project or to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage trust deed hereafter enforced against the Building or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; Project and to all any renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Leasereplacements thereof, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor Landlord shall deliver to Lessee from Tenant a commercially reasonable non-disturbance agreement executed by the holder landlord under such ground lease or proposed underlying lease or the holder of such mortgage or lientrust deed. Each such non-disturbance agreement provided by Landlord shall acknowledge, an agreementor shall not preclude, any rights of Tenant to offsets against Rent, as expressly provided in form this Lease. Tenant covenants and substance agrees in the event any proceedings are brought for the foreclosure of any such WARNER CENTER TOWERS [Health Net, Inc.] Warner Center III\Health Net\JS\December 22, 2003 Initial Initial Initial Initial mortgage or if Landlord grants a deed in lieu thereof, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever except as expressly provided in this Lease, to the purchaser or any successors thereto upon any such foreclosure sale or the grantee of a deed in lieu thereof, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser, grantee or lessor, and to recognize such purchaser, grantee or lessor as the lessor under this Lease. Tenant shall, within twenty (20) business days of request by Xxxxxxxx, execute such further instruments or assurances as Landlord may reasonably satisfactory deem necessary to Lessee, (i) recognizing evidence or confirm the existence subordination or superiority of this Lease and providing that so long as Lessee complies with to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the obligations imposed on it in 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 is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession the obligations of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor foreclosure proceeding or sale. Promptly after Xxxxxxxx’s execution and to give Lessee at least delivery of this Lease, and not later than thirty (30) days after such execution and delivery, Landlord shall deliver to Tenant, for Tenant’s signature, a Subordination, Non-Disturbance and Attornment Agreement in which to cure Lessor’s default, the form of Exhibit F attached hereto and made a part hereof (iii“SNDA”) agreeing that casualty proceeds executed by SunAmerica Life Insurance Company and condemnation process Landlord. Delivery of an original of the SNDA executed by Landlord and Tenant shall be applied in accordance with a condition precedent to Tenant’s obligations under this Lease. Initialed for identification by: Lessor Lessee.

Subordination. Lessee agrees that this 13.1. This Lease and Lessee’s the term and estate hereby granted are and shall be subject and subordinate to the lien of each mortgage which may now or at any time hereafter affect the Premises, the Building and/or the Land, or the Landlord's interest herein shall therein (collectively, the "underlying mortgages"), provided that, and for so long as (a) (i) either Emigrant Savings Bank ("Emigrant") or The Chase Manhattan Bank, N.A. ("Chase"), whichever is the debt encumbering said Facility does not exceed holder of the underlying mortgage in effect as of the date which is ten (10) days after the date of this Lease, shall have entered into a subordination, non-disturbance and attornment agreement in a form substantially similar to the form annexed hereto as Exhibit E-1 (the "Emigrant SNDA"), if Emigrant is then appraised fair market value the holder of such Facilitythe underlying mortgage, or the form annexed hereto as Exhibit E-2 (the "Chase SNDA"), if Chase is then the holder of the present underlying mortgage, and (ii) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on such future underlying mortgage(s) shall have entered into a Facilitysubordination, be made subordinate non-disturbance and subject to attornment agreement (a "Mortgagee SNDA") with the Tenant in substantially the form of the Chase SNDA, if Chase is the holder of any such first mortgage or first lienfuture underlying mortgage(s), whether same be and, otherwise, in the form annexed hereto as Exhibit E-3, and (b) The Emigrant SNDA, the Chase SNDA and/or such Mortgagee SNDA continues to be in full force and effect unless the related underlying mortgage has either been satisfied and released of record or refinanced and become subject to a mortgage, deed subsequent Mortgagee SNDA. This lease shall also be subject and subordinate to secure debt, deed of trust, any future ground or any similar method of financing or refinancing, placed by Lessor against any part net lease of the Facility; Land and/or the Building (collectively the "underlying leases"), provided that, and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that for so long as Lessee complies (y) the lessor under any such present or future underlying lease shall have entered into a subordination, non-disturbance and attornment agreement (a "Lessor SNDA") with the obligations imposed on it Tenant in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of substantially the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, form annexed hereto as Exhibit E-4 and (iiiz) agreeing that casualty proceeds such Lessor SNDA continues to be in full force and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeeffect.

Subordination. Lessee agrees that This Lease is subject and subordinate to any ground and underlying leases and any first mortgages and first deeds of trust (collectively "Encumbrances") which may now affect the Building or the Premises, to the CC&R's and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require this Lease be prior and Lessee’s superior to such Encumbrance, within seven (7) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest herein thereon and subject to all the terms and provisions thereof; provided that Landlord shall (obtain from any such Holder a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust, so long as Tenant is not in default, Holder agrees to recognize Tenant's rights under this Lease as long as Tenant shall pay the debt encumbering said Facility does not exceed Rent and observe and perform all the then appraised fair market value provisions of such Facilitythis Lease to be observed and performed by Tenant. Within ten (10) on days after Landlord's written request request, Tenant shall execute any and all documents required by Lessor Landlord or the holder Holder to make this Lease subordinate to any lien of the Encumbrance. Landlord represents to Tenant that, as of the date hereof, the Lease is not subject or subordinate to any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, security interest, ground lease or any similar method underlying lease other than a deed of financing or refinancingtrust in favor of Teachers Insurance and Annuity Association of America which deed of trust requires the execution by Tenant of a Subordination of Mortgage in the form attached as EXHIBIT E. Accordingly, placed by Lessor against any part Tenant shall execute and deliver to Landlord concurrently herewith an original Subordination of Mortgage in the Facility; form attached as EXHIBIT E. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to all renewals, modifications replacements, consolidations and extensions thereof and attorn to any and all advances made thereunder and entity purchasing or otherwise acquiring the interest thereon. If Lessor is not in default under Building or the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease Premises at any sale or other proceeding or pursuant to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice exercise of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultother rights, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseepowers or remedies under such Encumbrance.

Subordination. Lessee agrees that Subject to the terms and conditions set forth herein, this Lease shall be subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground or underlying leases of the debt encumbering said Facility does not exceed Building or Project and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, trust deed to secure debt, deed of trust, or other encumbrances now or hereafter in force against the Building or Project or any similar method of financing or refinancingpart thereof, placed by Lessor against any part of the Facility; if any, and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder 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. Landlord shall use commercially reasonable efforts to provide Tenant, at Tenant’s sole cost, with a nondisturbance agreement in a commercially reasonable form from Landlord’s presently existing lender holding a first deed of trust on the Project. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest under this Lease to be subordinated to any particular future ground or underlying lease of the interest thereon. If Lessor is not in default under Building or the terms Project or to the lien of any mortgage or trust deed, first encumbering the Building or the Project following the date of this Lease, upon written request by Lessorand to any renewals, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Lessee from Tenant a commercially reasonable non-disturbance (or recognition) agreement executed by the holder landlord under such ground lease or proposed underlying lease or the holder of such mortgage or lien, an agreement, in form trust deed. Tenant covenants and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or agrees in the full enjoyment of event any proceedings are brought for the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice foreclosure of any default by Lessor and such mortgage or deed in lieu thereof (or if any ground lease is terminated), to give Lessee at least attorn, without any deductions or set-offs whatsoever (including without limitation, any liability for the previous Landlord’s acts or omissions, any rent prepaid to the previous Landlord more than thirty (30) days in which advance of the due date thereof, or any modifications to cure Lessorthe Lease made without the consent of the Building’s defaultmortgagee or ground lessor (as applicable), to the extent such consent was required under the applicable mortgage or ground lease, 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 (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Initialed for identification by: Lessor LesseeLandlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances reasonably acceptable to Tenant as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. PARK PLACE AT BAY XXXXXXX ZS Pharma, Inc.

Subordination. Lessee agrees that this Lease Until the Obligations and Lessee’s interest herein shall all other obligations of any nature or kind of the Credit Parties to TCA under the Purchase Agreement, Debentures and all other Transaction Documents, whether now existing or hereafter arising, together with all costs of collection (so long including attorneys’ fees and court costs and expenses throughout all trial and appellate levels and all negotiations, mediations, arbitrations and bankruptcy proceedings) (collectively, the “Senior Debt”) are indefeasibly paid in full (hereinafter referred to as a “Discharge” or as the debt encumbering said Facility Senior Debt being “Discharged”), the Subordinated Creditor does not exceed hereby subordinate: (i) any right to payment or distribution by or on behalf of the then appraised fair market value Credit Parties, directly or indirectly, of such Facility) on written request by Lessor or assets of the holder Credit Parties of any first mortgage kind or proposed first mortgage character for or on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part account of the FacilitySubordinated Debt; and to all renewals, modifications replacements, consolidations and extensions thereof and to (ii) any and all advances made thereunder security interests, liens, charges, encumbrances or other interests that the Subordinated Creditor may have or obtain at any time in any assets of the Credit Parties to secure the Subordinated Debt (the “Existing Liens”), to the prior payment in full of the Senior Debt, and to TCA’s Security Interest in the Collateral, and the interest thereonSubordinated Creditor agrees that until such time as the Senior Debt has been Discharged, any and all Existing Liens shall be junior and subordinate to TCA’s Security Interest, and TCA’s Security Interest shall be first, senior and prior to each of the Existing Liens. If Lessor is not The priority specified in default under the terms preceding sentence shall be applicable irrespective of this Leasethe dates, upon written request by Lessortimes or order of attachment or perfection of the Existing Liens, Lessee shall subordinate this Lease the time or order of filing of any Existing Liens, the time or order of filing of any financing statements relating to an existing any of the Existing Liens, the time or future first mortgage order of obtaining control or similar interest possession, the giving or failure to secure financing as aforesaid; provided that Lessor shall deliver give notice of the acquisition or expected acquisition of any purchase money liens, the failure to Lessee from perfect or maintain the holder perfection or proposed holder priority of such mortgage TCA’s Security Interest or lien, an agreement, in form and substance reasonably satisfactory the failure of TCA to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed obtain control or molested in its possession of any Collateral. The Subordinated Creditor, to the Facility or in the full enjoyment of the rights granted Lessee hereunderfullest extent permitted by applicable law, (ii) agreeing waives as to give Lessee notice of TCA, any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultrequirement regarding, and (iii) agreeing agree not to demand, request, plead or otherwise claim the benefit of, any marshaling, appraisement, valuation or other similar right that casualty proceeds and condemnation process shall may otherwise be applied in accordance available to the Subordinated Creditor under applicable law with this Lease. Initialed for identification by: Lessor Lesseerespect to any Collateral.

Subordination. Lessee agrees that Subject to Tenant's receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease shall be subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground or underlying leases of the debt encumbering said Facility does not exceed Building or Project and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, trust deed to secure debt, deed of trust, or other encumbrances now or hereafter in force against the Building or Project or any similar method of financing or refinancingpart thereof, placed by Lessor against any part of the Facility; if any, and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder and or hereafter to be made upon the interest thereonsecurity 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. If Lessor is not in default under As of the terms date of this Lease, upon written request Landlord covenants that no deed of trust or ground or underlying lease encumbers the Building or Project. Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s) (the "NONDISTURBANCE AGREEMENT") in favor of Tenant from any ground lessor, mortgage holders or lien holders of Landlord who later come into existence at any time prior to the expiration of the Lease Term shall be in consideration of, and a condition precedent to, Tenant's agreement to be bound by Lessorthe TCCs of this ARTICLE 18. With regard to such Nondisturbance Agreement, Lessee Tenant's only cost in connection therewith shall subordinate this Lease to an existing be its internal review costs (including any legal fees incurred in connection therewith, whether internally or future first externally sourced). Such commercially reasonable Nondisturbance Agreements shall include the obligation of any such successor ground lessor, mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed lien holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing recognize Tenant's rights to offset certain amounts against Base Rent due hereunder to the existence extent expressly permitted pursuant to the TCCs of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunderLease, (ii) agreeing recognize Landlord's obligations to give Lessee notice comply with the TCCs of any default by Lessor and this Lease, (iii) recognize Tenant's rights to give Lessee at least thirty (30) days otherwise receive certain credits against Rent as set forth in which to cure Lessor’s defaultthis Lease, and (iiiiv) agreeing that casualty proceeds recognize Tenant's option to purchase the Premises pursuant to the TCCs of ARTICLE 30. Subject to Tenant's receipt of such a Nondisturbance Agreement, Tenant covenants and condemnation process agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be applied observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within fifteen (15) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases in accordance with the TCCs of this LeaseARTICLE 18. Initialed for identification by: Lessor LesseeSubject to Tenant's receipt of the Nondisturbance Agreement described herein, Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Lessee agrees that For purposes of this Lease Debenture and Lessee’s specifically this Section 2 hereof, the term "SUPERIOR BANK INDEBTEDNESS" shall be defined as follows: The principal of, and accrued and unpaid interest herein shall on (so long a) indebtedness of the Company incurred in the ordinary course of business for money borrowed or in respect of letters of credit issued for its own account, to (i) any bank or trust company organized under the laws of the United States or any state or (ii) any savings and loan association; (b) obligations of the Company incurred pursuant to agreements to factor the accounts receivable of the Company; (c) purchase money obligations entered into in the ordinary course of business, evidenced by notes, lease-purchase agreements, purchase contracts or agreements, or similar instruments for the payment of which the Company is responsible or liable, by guarantees or otherwise; (d) obligations of the Company incurred in the ordinary course of business under any agreement to lease, or lease of, any real or personal property which are required to be capitalized in accordance with generally accepted accounting principles, or any other agreement to lease, or lease of, any real or personal property for the benefit of the Company which, by the terms thereof, are expressly designated as the debt encumbering said Facility does not exceed the then appraised fair market value of such FacilitySuperior Bank Indebtedness; and (e) on written request by Lessor any modification, renewal, extension or the holder refunding of any first mortgage such indebtedness, guarantee or proposed first mortgage obligation; in every case, whether such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, was outstanding on a Facilitythe date of execution of this Debenture or thereafter created, incurred or assumed; unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, is not superior in right of payment to the Debenture. The Company agrees, and the Holder of the Debenture issued hereunder by its acceptance thereof likewise agrees, that the Debenture shall be issued subject to the provisions of this Section 2, each person holding any Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. This Xxxxxxxxx issued hereunder shall, to the extent and in the manner hereinafter set forth, be made subordinate subordinated and subject in right of payment or satisfaction to the prior payment of Superior Bank Indebtedness. Subject to the payment of Superior Bank Indebtedness as provided above and subject to such first mortgage or first lienapplicable law, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part rights of the FacilityHolder shall be appropriately subrogated to the rights of the holders of Superior Bank Indebtedness to receive payments or distributions of cash, property or securities of the Company to the extent applicable to the Superior Bank Indebtedness until the principal of, and premium, if any, and Interest on the Debenture shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Superior Bank Indebtedness of any cash, property or securities to which the Holder of the Debenture would be entitled except for the provisions of this Section 2. It is understood that the provisions of this Section 2 are and to all renewalsare intended solely for the purpose of defining the relative rights of the Holder, modifications replacementson the one hand, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession holders of the Facility or in Superior Bank Indebtedness, on the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeother hand.

Subordination. Lessee agrees that this This Lease and Lessee’s Tenant's interest herein and rights hereunder are and shall (so long as be subject and subordinate at all times to the debt encumbering said Facility does not exceed lien of any mortgage, now existing or hereafter created on or against the then appraised fair market value Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of such Facility) any further instrument or act on written request by Lessor or the part of Tenant. Tenant agrees, at the election of the holder of any first such mortgage, to attorn to any such holder. Tenant agrees within fifteen (15) days of Landlord's demand for same to execute, acknowledge and deliver such instruments, confirming such subordination and such commercially reasonable instruments of attornment as shall be reasonably requested by any such holder. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage or proposed first mortgage on a Facilityto this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be made subordinate and subject deemed prior to such first mortgage without regard to their respective dates of execution, delivery or first lienrecording 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, whether same 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. There is currently a loan from ProLogis Trust ("Lender") which is secured by the Building. Landlord agrees that it will, no later April 1, 2000, obtain a non-disturbance agreement from Lender in the form of a attached hereto as Exhibit B. Tenant shall not be obligated to subordinate the Lease or its interest therein to any future mortgage, deed to secure debt, deed of trust, trust or any similar method of financing or refinancing, placed by Lessor against any part of ground lease on the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and Project unless concurrently with such subordination the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory deed of trust or the ground lessor under such ground lease agrees not to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its disturb Tenant's possession of the Facility or Premises under the terms of the Lease in the full enjoyment event such holder or ground lessor acquires title to the Premises through foreclosure, deed in lieu of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process foreclosure or otherwise. Tenant shall be applied solely responsible for any fees or expenses charged by the holder of such mortgage or deed of trust in accordance connection with this Lease. Initialed for identification by: Lessor Lesseethe granting of such non-disturbance agreement.

Subordination. Lessee agrees that A. For the purposes of this Lease lease, the mortgages referred to in Article 7 of this lease are herein defined as "SUPERIOR MORTGAGES" and Lessee’s interest the leases referred to in said Article 7 are herein shall (so long defined as "SUPERIOR LEASES." The then holders of all superior mortgages and the then lessors under all superior leases are intended to be third-party beneficiaries of this Article, and may enforce the provisions of this Article before or after the foreclosure of the superior mortgage in question and before or after the termination of the superior lease in question, as the debt encumbering said Facility does case may be. In the event of any act or omission of Landlord that would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, or entitle Tenant to any abatement or offset against the payment of rent. Tenant shall not exceed the then appraised fair market value exercise such right (i) until it has given written notice of such Facility) on written request by Lessor act or omission or the accrual of such claim or right to the holder of any first each superior mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor lessor of each superior lease whose name and address shall previously have been furnished to Tenant in writing, and (ii)(A) if the Landlord's default in question can be cured by the payment of money or is not in otherwise curable within thirty (30) days, the holders of each superior mortgage and the lessors under each superior lease who shall have become entitled under such superior mortgage(s) and such superior lease(s) to cure such default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least have thirty (30) days in which to cure Lessor’s same; and (B) if the Landlord's default in question cannot be cured by the payment of money and cannot otherwise reasonably be cured within thirty (30) days, the holders of each superior mortgage and the lessors under each superior lease who shall have become entitled under such superior mortgage(s) and such superior lease(s) to cure such default shall have such period of time as is necessary to cure the default; provided that, in the case of clause (ii)(B) above, (x) the holder or lessor, as the case may be, notifies Tenant of its intention to cure the default, (y) such holder or lessor, as the case may be, commences action to cure the default within thirty (30) days, and (iiiz) agreeing that casualty such holder or lessor, as the case may be, thereafter proceeds and condemnation process diligently at all times to cure the default. Notwithstanding the foregoing, in no event shall be applied in accordance with any holder of a superior mortgage or lessor under a superior lease have a lesser period of time to cure a default than is granted to Landlord under this Lease. Initialed for identification by: Lessor Lesseelease.

Subordination. Lessee agrees that this This Lease and Lessee’s interest herein shall (so long as may, at the debt encumbering said Facility does not exceed the then appraised fair market value option of such Facility) on written request by Lessor or the holder of Landlord, be made subordinate to any first mortgage or proposed first deed of trust now or hereafter placed upon or affecting the real property of which the Premises form a part, and to all renewals, modifications, replacements and extensions thereof; provided that as a condition of such subordination, and only if: (a) such mortgage on or deed of trust shall contain a Facilitycovenant which shall permit the proceeds of all insurance policies covering the Building, improvements, equipment and/or appurtenances thereto, whether such proceeds are to be made subordinate and subject to such held by Landlord or the first mortgage or first lienbeneficiary, whether same to be paid and/or made available for repair, replacement and rebuilding as provided in this Lease; and (b) a separate written agreement is entered into by the mortgagee named in any such mortgage, or by the trustee and the beneficiary named in any such deed of trust, and is recorded simultaneously with said mortgage or deed of trust, providing that notwithstanding any default in the mortgage or deed of trust and any foreclosure thereof, or the enforcement by the holder thereof of any rights or remedies, including sale thereunder, or otherwise, this Lease shall be recognized, remain in full force and effect, and the Tenant shall be permitted to remain in quiet and peaceful possession of the Premises throughout the term thereof, and any extension or renewal thereof, as long as Tenant shall not be in default under this Lease, or, if Tenant is in such default, as long as Tenant's time to cure such default shall not have expired. Such agreement shall be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereonExhibit I attached hereto. If Lessor is not in default under Tenant has received the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or nondisturbance agreement in the full enjoyment of the rights granted Lessee hereunderform attached hereto as Exhibit I, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least Tenant shall, within thirty (30) days after Xxxxxxxx's request, execute any further instruments or assurances in which recordable form that Landlord reasonably considers necessary to cure Lessor’s defaultevidence or confirm the subordination or superiority of this Lease to any such encumbrances or underlying leases. Such subordination instrument(s) shall be strictly limited to matters contained in the nondisturbance agreement, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with no such instrument may increase any of Tenant's obligations or decrease any of Tenant's rights under this Lease. Initialed for identification by: Lessor LesseeTenant's failure to execute and deliver such instrument(s) shall constitute a default under this Lease only if Xxxxxxxx has first delivered the nondisturbance agreement required hereunder to Tenant.

Subordination. Lessee agrees that Subject to the terms of this Agreement, the Lease and Lessee’s interest herein all rights of Lessee thereunder are hereby made, and shall (so long as at all times continue to be, subject and subordinate in each and every respect to the debt encumbering said Facility does not exceed Mortgage and all other instruments of security for the then appraised fair market value of such Facility) on written request by Lessor Loan which do now or may hereafter cover the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, Property or any similar method interest of financing or refinancingLessor therein, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder on the security thereof and to any and all increases, renewals, modifications, extensions and/or consolidations thereof (collectively called the interest thereon"Prior Encumbrances"). If Lessor This provision is not acknowledged by Lessee to be self-operative and no further instrument shall be required to effect such subordination of the Lease. Lessee shall, however, within ten (10) days of written demand at any time or times execute, acknowledge and deliver to Mortgagee any and all instruments and certificates that in default under Mortgagee's reasonable judgment may be necessary or proper to confirm or evidence such subordination. However, notwithstanding the terms generality of the foregoing provisions of this Leaseparagraph, Lessee agrees that, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory notice to Lessee, Mortgagee shall have the right at any time to subordinate any such Prior Encumbrances to the Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. Upon Mortgagee giving Lessee the written notice referred to in the preceding sentence, the subordination of such Prior Encumbrances to the Lease shall be self-operative and no further instrument shall be required to effectuate such subordination of such Prior Encumbrances to the Lease. The Lessee shall, however, within ten (i10) recognizing days of written demand, at any time or times, execute, acknowledge and deliver to Mortgagee any and all instruments and certificates that in Mortgagee's reasonable judgment may be necessary or proper to confirm or further evidence such subordination. This Agreement shall not be deemed or construed as limiting or restricting the existence enforcement by Mortgagee of this Lease and providing that so long as Lessee complies any of the terms, covenants, provisions or remedies of any of the Prior Encumbrances, including, without limitation, the Mortgage, whether or not consistent with the obligations imposed on it Lease; provided, however, that the subordination of the Lease in this Lease and is Paragraph 1 shall not affect in default hereunder, neither any manner any rights of Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with under this Lease. Initialed for identification by: Lessor LesseeAgreement.

Subordination. Lessee agrees This Lease is and shall be subject and subordinate at all times to all ground or underlying leases which now exist or may hereafter be executed affecting the Building and to the lien of any mortgages now or hereafter placed on or against the Building, or on or against Landlord's interest or estate therein, and including all extensions, renewals, amendments and supplements to any such lease or mortgage, without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination provided that this Lease and Lessee’s interest herein shall (so long as any lessor under any such ground or underlying lease executed on or after the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor date hereof or the holder of any first mortgage executed on or proposed first mortgage on a Facility, be made subordinate after the date hereof has agreed in writing not to terminate or disturb Tenant's right to use and subject occupy the Premises pursuant to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and Tenant is not in default hereunder. Subject to the foregoing, neither Lessee nor Tenant covenants and agrees to execute and deliver to Landlord, within ten (10) days after request therefor from Landlord, such further instruments evidencing such subordination of this Lease to any ground or underlying leases and to the lien of any such mortgages as may be required by Landlord. Provided that Landlord's request specified the ten (10) day response period and consequences of failure to time comply, failure of Tenant to execute and deliver such instrument within such ten (10) day period shall constitute a breach of this Lease and Landlord may, at its successors option, cancel this Lease and assigns shall he disturbed or molested in its possession of the Facility or terminate Tenant's interest herein. Further, Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power and authority to execute and deliver in the full enjoyment name of Tenant any such instrument if Tenant fails to execute and deliver the rights granted Lessee hereundersame within the time period as aforesaid. Notwithstanding anything herein above contained in this Section, (ii) agreeing to give Lessee notice in the event the holder of any default by Lessor mortgage shall at any time elect to have this Lease constitute a prior and superior lien to give Lessee at least thirty (30) days its mortgage, then and in which such event, upon any such holder notifying Tenant to cure Lessor’s defaultthat effect in writing, and (iii) agreeing that casualty proceeds and condemnation process this Lease shall be applied deemed prior and superior in accordance with lien to such mortgage, whether this LeaseLease is dated prior to or subsequent to the date of such mortgage. Initialed for identification by: Lessor Lessee-16-

Subordination. Lessee agrees that this This Lease and LesseeTenant’s interest herein and rights hereunder are and shall (so long as be subject and subordinate at all times to the debt encumbering said Facility does not exceed lien of any first mortgage, now existing or hereafter created on or against the then appraised fair market value Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of such Facility) any further instrument or act on written request by Lessor or the part of Tenant. Tenant agrees, at the election of the holder of any first 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. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage or proposed first mortgage on a Facilityto this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be made subordinate and subject deemed prior to such first mortgage without regard to their respective dates of execution, delivery or first lienrecording 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, whether same delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease shall be in deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the form “holder” of a mortgage, deed mortgage shall be deemed to secure debt, include the beneficiary under a deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part . Landlord represents to Tenant that as of the Facility; date hereof the Building is not subject to or encumbered by a mortgage. Notwithstanding the preceding provisions of this Paragraph 27, this Lease and to all renewals, modifications replacements, consolidations and extensions thereof and Tenant’s interest in the Premises shall not be subordinate to any future mortgage or deed of trust on the Project, and all advances made thereunder and the interest thereon. If Lessor is Tenant shall not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate be obligated to execute an instrument subordinating this Lease or Tenant’s interest in the Premises to an existing or any future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from deed of trust on the holder or proposed Project, unless concurrently with such subordination the holder of such mortgage or lien, an agreement, deed of trust agrees in form and substance reasonably satisfactory such instrument of subordination not to Lessee, disturb Tenant’s possession of the Premises (i) recognizing the existence of this Lease and providing that so long as Lessee complies with no default exists under the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Lease) in the full enjoyment event such holder acquires title to the Premises through foreclosure, deed in lieu of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure or otherwise.

Subordination. Lessee agrees that At the option of Landlord, this Lease Lease, and Lessee’s interest herein all rights of Tenant hereunder, are and shall be subject and subordinate to all ground leases, overriding leases and underlying leases affecting the Building or the Project now or hereafter existing and each of the terms, covenants and conditions thereto (so long as the debt encumbering said Facility does not exceed “Superior Lease(s)”), and to all mortgages or deeds of trust which may now or hereafter affect the then appraised fair market value Building, the Property or any of such Facility) on written request by Lessor leases and each of the terms, covenants and conditions thereto (the “Superior Mortgage(s)”), whether or not such mortgages or deeds of trust shall also cover other land, buildings or leases, to each and every advance made or hereafter to be made under such mortgages or deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages or deeds of trust and spreaders and consolidations of such mortgages or deeds of trust. This Paragraph shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute, acknowledge and deliver any reasonable instrument that Landlord, the lessor under any such lease or the holder of any first such mortgage or proposed first mortgage deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination; if Tenant fails to execute, acknowledge or deliver any such instrument within ten (10) business days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact, coupled with an interest, to execute and deliver any such instrument for and on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in behalf of Tenant. As used herein the form lessor of a mortgageSuperior Lease or its successor in interest is herein called “Superior Lessor”; and the holder of a Superior Mortgage is herein called “Superior Mortgagee.” Notwithstanding the foregoing provisions of this Paragraph 31, deed as to secure debt, deed any Superior Mortgage against or affecting any or all of trust, the Building or the Premises or any similar method or all of financing the Building and improvements now or refinancing, placed by Lessor against at any time hereafter constituting a part of or adjoining the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and Building in place at the interest thereon. If Lessor is not in default under the terms time of execution of this Lease, upon written request by Lessor, Lessee Landlord shall subordinate this Lease use reasonable efforts to obtain an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee agreement from the holder thereof in recordable form and substantially in the form attached hereto as Exhibit E or proposed holder of such mortgage or lien, an agreement, otherwise in form and substance reasonably satisfactory acceptable to LesseeTenant, (i) recognizing whereby the existence holder of such Superior Mortgage agrees that Tenant, upon paying the Base Rent and all of the Additional Rent and other charges herein provided for, and observing and complying with the covenants, agreements and conditions of this Lease on its part to be observed and providing complied with, shall lawfully and quietly hold, occupy and enjoy the Premises during the Term (including any exercised renewal term), without hindrance or interference from anyone claiming by or through said Superior Mortgagee and that said Superior Mortgagee shall respect Tenant’s rights under this Lease and, upon succeeding to Landlord’s interest in the Building and Lease, shall observe and comply with all of Landlord’s duties under this Lease (hereinafter referred to as a Nondisturbance Agreement). Notwithstanding the first paragraph of this Section 31, Tenant shall not be obligated to subordinate to any Superior Lease or Superior Mortgage unless such subordination contains a Non-Disturbance Agreement. If any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (such party so long succeeding to Landlord’s rights herein called “Successor Landlord”), then Tenant shall attorn to and recognize such Successor Landlord as Lessee complies with Tenant’s landlord under this Lease (without the obligations imposed on it need for further agreement) and shall promptly execute and deliver any reasonable instrument that such Successor Landlord may reasonably request to evidence such attornment. This Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and is Lease, except that the Successor Landlord shall not in (a) be liable for any previous act or omission of Landlord under this Lease, except to the extent such act or omission shall constitute a continuing Landlord default hereunder; (b) be subject to any offset, neither Lessee nor its successors and assigns shall he disturbed or molested not expressly provided for in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lessee; or (c) be bound by any previous modification of this Lease or by any previous prepayment of more than one month’s Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Successor Landlord (or its predecessor in interest).

Subordination. Lessee agrees that this This Lease and LesseeTenant’s interest herein and rights hereunder are and shall (so long as be subject and subordinate at all times to the debt encumbering said Facility does not exceed lien of any mortgage, now existing or hereafter created on or against the then appraised fair market value Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of such Facility) any further instrument or act on written request by Lessor or the part of Tenant. Tenant agrees, at the election of the holder of any first 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. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage or proposed first mortgage on a Facilityto this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be made subordinate and subject deemed prior to such first mortgage without regard to their respective dates of execution, delivery or first lienrecording 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, whether same delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease shall be in deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the form “holder” of a mortgage shall be deemed to include the beneficiary under a deed of trust. Notwithstanding anything contained herein to the contrary, Tenant shall not be obligated to subordinate the Lease or its interest therein to any mortgage, deed to secure debt, deed of trust, trust or any similar method of financing or refinancing, placed by Lessor against any part of ground lease on the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and Project unless concurrently with such subordination the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory deed of trust or the ground lessor under such ground lease agrees not to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its disturb Tenant’s possession of the Facility or Premises under the terms of the Lease in the full enjoyment event such holder or ground lessor acquires title to the Premises through foreclosure, deed in lieu of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process foreclosure or otherwise. Tenant shall be applied solely responsible for any fees or expenses charged by the holder of such mortgage or deed of trust in accordance connection with this Lease. Initialed for identification by: Lessor Lesseethe granting of such non-disturbance agreement

Subordination. This Lease shall, at the Lessor's option, be either superior or subordinate to mortgages or deeds of trust on the Premises, whether now existing or hereinafter created and subject to receipt by the Lessee agrees that of a non-disturbance agreement from such lender(s). The Lessee shall, within 10 business days following written demand by the Lessor, execute such commercially reasonable instruments as may be required, from time to time, to subordinate the rights and interest of the Lessee under this Lease and to the lien of any mortgage or deed of trust on the Building; provided however that such instruments shall be subject to Lessor’s Conditions. No such instruments shall waive any rights of Lessee, or increase any of Lessee’s interest herein shall (obligations, under this Lease. Notwithstanding any such subordination, so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns this Lease shall he disturbed not be terminated or molested in its possession of the Facility or in the full Lessee's quiet enjoyment of the rights granted Premises disturbed in the event such mortgage or deed of trust is foreclosed. In the event of such foreclosure, the Lessee hereunder, (ii) agreeing to give shall thereupon become a Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultof, and (iii) agreeing that casualty proceeds attorn to, the successor in interest to the Lessor on the same terms and condemnation process shall be applied conditions as are contained in accordance with this Lease. Initialed for identification by: Notwithstanding the foregoing, Lessor shall provide Lessee with a Non-Disturbance and Subordination agreement in a commercially reasonable form from any future mortgages, ground lessors or other financing entities as a condition precedent to any future subordination of the Lease. Lessor agrees that all of Lessee’s machinery, equipment, inventory, or other personal property (“Lessee’s Property”) which may be located on the Premises shall remain the personal property of the Lessee and shall not become a fixture or part of the realty notwithstanding anything to the contrary set forth in the Lease or that may be implied by law from the mode of attachment, installation or otherwise. Lessor further agrees that any lien or security interest Lessor may claim against any of Lessee’s Property is subordinated to any lien or security interest now or subsequently held by Lender in any of such property. Upon request, Lessor agrees to execute a commercially reasonable subordination agreement and/or lien waiver form in favor of Lessee's lender.

Subordination. Lessee agrees A. This Lease is and all of Tenant's rights hereunder are subject and subordinate to (i) any ground or underlying (including operation) leases that this Lease now exist or may hereafter be placed on the Shopping Center or any part thereof, and Lessee’s interest herein shall (so long as ii) any mortgages or deeds of trust that now exist or may hereafter be placed upon the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor Shopping Center or the holder of interest under any first mortgage ground or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof underlying leases and to any and all advances made thereunder and the interest thereonthereon and to all renewals, replacements, amendments, modifications, consolidations and extensions of any of the foregoing. If Lessor Tenant covenants and agrees that if any mortgagee of Landlord's interest in any underlying lease or any fee mortgagee succeeds to Landlord's interest under this Lease by foreclosure or otherwise, Tenant will, if requested, attorn to such mortgagee and will recognize such mortgagee as Tenant's landlord under this Lease. At the option of the landlord or any successor landlord thereunder, Tenant agrees that neither the cancellation nor termination of any ground or underlying lease to which this Lease is not now or may hereafter become subject or subordinate, nor any foreclosure of a mortgage either affecting the fee title of the Premises or the ground or underlying lease, nor the institution of any suit, action, summary or other proceeding by the landlord or any successor landlord thereof, or any foreclosure proceeding brought by the holders of any such mortgage to recover possession of the leased property, shall by operation of law or otherwise result in default under the terms cancellation or termination of this LeaseLease or the obligations of Tenant hereunder, upon written request by Lessorand Tenant covenants and agrees to attorn to the landlord or to any successor to Landlord's interest in the Premises. Tenant shall execute and deliver in recordable form, Lessee whatever instruments may be required to acknowledge or further effectuate the provisions of this Subsection, and in the event Tenant fails to do so within twenty (20) days after demand in writing, such failure shall subordinate this Lease to an existing be deemed a material default hereunder. Any mortgagee or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of trustee under any such mortgage or liendeed of trust or the lessor under any such ground or underlying lease may elect that this Lease shall have priority over its mortgage, an agreementdeed of trust or lease and upon notification of such election by such mortgagee, in form and substance reasonably satisfactory trustee or lessor to LesseeTenant, (i) recognizing this Lease shall be deemed to have priority over said mortgage, deed of trust or ground or underlying lease whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or lease. If the holder of any mortgage, deed of trust or security agreement shall forward to Tenant written notice of the existence of this Lease and providing that such lien or lease, then Tenant shall, so long as Lessee complies with such lien or lease continues, give to such lienholder or lessor the obligations imposed on it in same notice and opportunity to correct any default as is required to be given to Landlord under this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee but such notice of any default by Lessor may be given to Landlord and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseesuch lienholder or lessor concurrently.

Subordination. Lessee agrees that To the fullest extent permitted by law, this Lease, the rights of Tenant under this Lease and LesseeTenant’s leasehold interest shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting any Building or any other portion of the Project, and (ii) the lien of any mortgage or deed of trust which may now or hereafter exist for which any Building, ground leases or underlying leases, any other portion of the Project or Landlord’s interest herein or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to require this Lease be superior to any 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, whether with respect to a present or a future ground lease, underlying lease, mortgage or deed of trust, Tenant shall attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not disturb Tenant’s use, occupancy or quiet enjoyment of the Premises if Tenant is not in default of the terms and provisions of this Lease beyond any notice and applicable cure period set forth herein. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (so long a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor, except as specifically set forth in this Lease; (c) bound by prepayment of more than one (1) month’s Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months’ Rent; or (d) liable to Tenant for the debt encumbering said Facility does Letter of Credit if not exceed actually received by such successor in interest to the then appraised fair market value extent the Letter of Credit and/or any proceeds therefrom has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Letter of Credit and/or any proceeds therefrom not forfeited by, or refunded to Tenant, until and unless Landlord transfers such FacilityLetter of Credit and/or any proceeds therefrom to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) on and deliver, within ten (10) business days after receipt of a written demand or request by Lessor Landlord and in the form (which shall be commercially reasonable) requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant’s agreement to subordinate this Lease to any existing or future ground or underlying lease or any existing or future deed of trust or mortgage pursuant to the foregoing provisions of this Section 15 is conditioned upon Landlord delivering to Tenant from the holder of any first such mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trusttrust,(i) a commercially reasonable non-disturbance agreement (reasonably satisfactory to the parties thereto) agreeing, or any similar method of financing or refinancingamong other things, placed by Lessor against any part that Tenant’s right to possession of the Facility; Premises pursuant to the terms and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor conditions of this Lease shall not be disturbed provided Tenant is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from beyond the holder or proposed holder of such mortgage or lien, an agreement, in form applicable notice and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default cure periods hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice otherwise complying with the provisions of any default by Lessor and to give Lessee at least thirty Section 2.1(d) above (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseean “SNDA”).

Subordination. SECTION 28.01. This Lease, and all rights of Lessee agrees that this Lease hereunder, are and Lessee’s interest herein shall be subject and subordinate in all respects to (so long as a) all present and future ground leases, overriding leases and underlying leases and/or grants of term of the debt encumbering said Facility does not exceed Property, the then appraised fair market value Building, the Building Equipment and/or any appurtenance thereto of such Facilitywhich Lessor has notified Lessee (collectively, the "Superior Lease"), (b) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facilityall mortgages and building loan agreements, be made subordinate and subject to such first mortgage or first lienincluding leasehold mortgages, whether same be in the form of a mortgage, deed to secure debt, deed deeds of trust, and building loan agreements, which may now or hereafter affect the Property, the Building, the Building Equipment and/or any similar method appurtenance thereto, of financing which Lessor has notified Lessee (collectively, the "Mortgage"), whether or refinancingnot the Mortgage shall also cover other land and/or buildings, placed by Lessor against any part of and (c) each and every advance made or hereafter to be made under the Facility; Mortgage and to all renewals, modifications modifications, replacements, consolidations substitutions and extensions thereof and to of any and all advances made thereunder Superior Lease and the interest thereonMortgage and spreaders and consolidations of the Mortgage. If Lessor is not in default under the terms The provisions of this Lease, upon written request by LessorSection shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lienpromptly execute and deliver, at its own cost and expense, an agreementinstrument in recordable form to evidence such subordination. If, in form and substance reasonably satisfactory to Lesseeconnection with the obtaining, (i) recognizing continuing or renewing of financing for which the existence Demised Premises or the interest of the lessee under the Superior Lease represents collateral in whole or in part, a bank, insurance company or other lender shall request reasonable modifications of this Lease and providing as a condition of such financing, Lessee will not unreasonably withhold or delay its consent thereto, provided that so long as such modifications do not increase the monetary obligations of Lessee complies with the obligations imposed on it in under this Lease or materially increase the other obligations of Lessee hereunder or materially and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of adversely affect the rights granted of Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with under this Lease. Initialed for identification by: Lessor Lesseerepresents that as of the date hereof, the Property is not encumbered by a Superior Lease or Mortgage.

Subordination. Lessee agrees that Notwithstanding any provision of this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, Agreement or any similar method of financing or refinancing, placed by Lessor against any part of other Financing Document to the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lesseecontrary, (i) recognizing the existence security interests created and granted hereby are subject to, subordinate and inferior to the security interests created by the First Lien Partnership Interest Pledge Agreement, in accordance with, and all rights, powers and remedies granted to the OPMW Administrative Agent thereunder, are subject in all respects to the terms and conditions of the Intercreditor Agreement, including restrictions on the right of the OPNY Administrative Agent to give notices, exercise power of attorney rights, direct or receive payments, hold, control or receive delivery of any Assignment Collateral or other possessory collateral or to exercise powers or remedies and to apply proceeds of Collateral; provided, that if and to the extent the Intercreditor Agreement is amended, supplemented or modified at any time from time to time and such amendment, supplement or modification could reasonably be expected to have any adverse effect on the Pledgor's rights, duties or obligations hereunder or under any other Financing Document, such amendment, supplement or modification shall not be effective as to the Pledgor without the Pledgor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or delayed) that such amendment, modification or supplement shall be effective for purposes of this Lease Agreement and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunderother Financing Documents, (ii) agreeing the OPNY Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Pledgor shall not have any duty and obligation with respect to give Lessee notice the perfection or priority of any default by Lessor the security interest granted hereunder in and to give Lessee at least thirty any of the Collateral (30and no Default or Event of Default shall result or occur) days to the extent (a) such Collateral is in which the possession or control of the OPMW Administrative Agent, (b) such Collateral is not transferred by the OPMW Administrative Agent to cure Lessor’s defaultthe OPNY Administrative Agent as required pursuant to the Intercreditor Agreement, (c) such perfection or priority requires any consent, approval or other action of the OPMW Administrative Agent, or (d) the OPMW Administrative Agent then maintains a perfected, first priority security interest in and to Collateral and (iii) agreeing that casualty proceeds no obligations contained in this Agreement shall require the OPMW Borrower to take or omit to take any action inconsistent with the terms and condemnation process conditions of the OPMW Deposit Account Agreement and/or the Holdco Deposit Account Agreement and no Default or Event of Default shall be applied in accordance with this Leasearise or result from the taking or omitting of such action. Initialed for identification by: Lessor Lessee[Remainder of page intentionally left blank]

Subordination. Lessee agrees that this Lease This lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value all rights of such Facility) on written request by Lessor or the holder of Tenant hereunder are subject and subordinate to any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed deeds of trust, mortgages or other instruments of security, as well as to any similar method of financing ground leases or refinancingprimary leases, placed by Lessor against that now or hereafter cover all or any part of the Facility; and to all renewalsBuilding, modifications replacementsthe land situated beneath the Building or any interest of Landlord therein, consolidations and extensions thereof and to any and all advances made thereunder on the security thereof, and the interest thereonto any and all increases, renewals, modifications, consolidations, replacements and extensions of any of such deeds of trust, mortgages, instruments of security or leases. If Lessor This provision is not in default under the terms hereby declared by Landlord and Tenant to be self-operative and no further instrument shall be required to effect such subordination of this Leaselease. Tenant shall, however, upon written request by Lessordemand at any time or times execute, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall acknowledge and deliver to Lessee from Landlord any and all instruments and certificates that in the holder judgment of Landlord or proposed holder Landlord's mortgagee may be necessary or proper to confirm or evidence such subordination. Notwithstanding the generality of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence foregoing provisions of this Lease Paragraph 11, Tenant agrees that any such mortgagee shall have the right at any time to subordinate any such deeds of trust, mortgages or other instruments of security to this lease on such terms and providing that so long subject to such conditions as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested such mortgagee may deem appropriate in its possession discretion. Tenant further covenants and agrees upon demand by Landlord's mortgagee at any time, before or after the institution of any proceedings for the foreclosure of any such deeds of trust, mortgages or other instruments of security, or sale of the Facility Building pursuant to any such deeds of trust, mortgages or other instruments of security, to attorn to such purchaser upon any such sale and to recognize such purchaser as Landlord under this lease. The agreement of Tenant to attorn upon demand of Landlord's mortgagee contained in the full enjoyment immediately preceding sentence shall survive any such foreclosure sale or trustee's sale. Tenant shall upon demand at any time or times, before or after any such foreclosure sale or trustee's sale, execute, acknowledge and deliver to Landlord's mortgagee any and all instruments and certificates that in the judgment of the rights granted Lessee hereunder, (ii) agreeing Landlord's mortgagee may be necessary or proper to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultconfirm or evidence such attornment, and (iii) agreeing that casualty proceeds Tenant hereby irrevocably authorizes Landlord's mortgagee to execute, acknowledge and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseedeliver any such instruments and certificates on Tenant's behalf.

Subordination. Lessee agrees that this Lease Except as otherwise provided in a prospectus supplement, subordinated debt securities will be unsecured and Lessee’s interest herein shall (so long will be subordinated in right of payment to the prior payment in full of all of our secured and senior indebtedness, as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be more fully described in the form of applicable prospectus supplement. Notwithstanding the foregoing, if a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances deposit is made thereunder and the interest thereon. If Lessor is not in default under accordance with the terms of this Leasethe indenture with respect to any debt securities (and provided all other conditions set out in the indenture shall have been satisfied with respect to such debt securities), upon written request then, when the 90th day after such deposit has ended, no money obligations so deposited, and no proceeds thereon, will be subject to any rights of holders of senior indebtedness, including any rights of subordination. Under the indenture, senior indebtedness means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following indebtedness, whether any such indebtedness exists as of the date of the indenture or is created, incurred or assumed after such date: • all obligations for borrowed money; • all obligations evidenced by Lessordebentures, Lessee shall subordinate this Lease to an existing debt securities or future first mortgage other similar instruments; • all obligations associated with derivative products, including but not limited to, securities contracts, foreign currency exchange contracts, swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar financial instruments; • all obligations in respect of letters of credit or bankers acceptances or similar interest instruments (or reimbursement obligations with respect thereto); • all obligations to secure financing as aforesaidpay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; provided that Lessor shall deliver • all indebtedness of others guaranteed by us or any of our subsidiaries or for which we or any of our subsidiaries is legally responsible or liable (whether by agreement to Lessee from the holder purchase indebtedness of, or proposed holder of such mortgage to supply funds or to invest in, others); • indebtedness secured by any mortgage, pledge, lien, an agreementcharge, in form and substance reasonably satisfactory to Lessee, (i) recognizing encumbrance or any security interest existing on property owned by the existence of this Lease and providing that so long as Lessee complies with the Company but excluding any obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility Company which are required (as opposed to elected) to be treated as finance leases under generally accepted accounting principles; • purchase money and similar obligations; and • any renewals, extensions, refundings or in the full enjoyment replacements of any of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforegoing.

Subordination. Lessee agrees 23.1 Subject to Landlord's obtaining and providing to Tenant a "non-disturbance agreement" as provided in Paragraph 23.2, below, this Lease and Tenant's rights hereunder are and will remain subject and subordinate to any ground lease, mortgage, deed of trust or any other hypothecation for security now or hereafter placed upon the real property of which the Premises are a part (the "Property"), and, again, subject to such non-disturbance protection, to all increases, renewals, modifications, consolidations, replacements, and extensions thereof (collectively referred to as the "Mortgage"). If the holder of a Mortgage becomes the owner of the Property by reason of foreclosure or acceptance of a deed in lieu of foreclosure, at such holder's election Tenant will be bound to such holder or its successor-in-interest under all terms and conditions of this Lease, and Tenant will be deemed to have attorned to and recognized such holder or successor as Landlord's successor-in-interest for the remainder of the Lease Term or any extension thereof. The foregoing is self-operative and no further instrument of subordination and/or attornment will be necessary unless required by Landlord or the holder of a Mortgage, in which case Tenant will, within ten (10) days after written request, execute and deliver without charge any documents reasonably required by Landlord or such holder in order to confirm the subordination and attornment set forth above. Should the holder of a Mortgage request that this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, Tenant's rights hereunder be made subordinate superior, rather than subordinate, to the Mortgage, then Tenant will, within ten (10) days after written request, execute and subject deliver without charge such agreement as may be reasonably required by such holder in order to effectuate and evidence such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part superiority of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeMortgage.

Subordination. Lessee agrees that this This Lease shall be subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground or underlying leases of the debt encumbering said Facility does not exceed Building or Project and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facilitytrust deed, be made subordinate and subject to such first mortgage now or first lienhereafter in force against the Building or Project, whether same be in the form of a mortgageif any, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Landlord agrees to provide Tenant, within sixty (60) days after written request by Tenant, with commercially reasonable nondisturbance agreements(s) in favor of Tenant from any ground lessors, mortgage holders or deed of trust beneficiaries under any ground lease, mortgage or deed of trust affecting the Project or any portion thereof leased by PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] Tenant (whether now existing or coming into existence at any time after the date of execution of this Lease but prior to the expiration of the Lease Term) and the interest thereon. If Lessor is not in default under consideration of, and as a condition precedent to, Tenant's agreement to be bound by the terms of this Article 18. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof, to attorn, without any deductions or set-offs whatsoever, to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser, and to recognize such purchaser as the lessor under this Lease. Tenant shall, upon written within fifteen (15) days of request by LessorLandlord, Lessee shall subordinate execute such further instruments or assurances as Landlord or any mortgage holder or deed of trust beneficiary may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to an existing any such mortgages, trust deeds, ground leases or underlying leases or other typical provisions contained in Subordination, Non-Disturbance and Attornment Agreements. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees that this This Lease shall be subject and Lessee’s interest herein shall (so long as subordinate to the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facilitytrust deed, be made subordinate and subject to such first mortgage now or first lien, whether same be hereafter in force against Landlord's interest in the form of a mortgageTotal Site, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder and or hereafter to be made upon the interest thereonsecurity of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds require in writing that this Lease be superior thereto. If Lessor is not in default under With respect to any such instruments entered into by Landlord after the terms execution of this Lease, Tenant's subordination of this Lease shall be subject to receiving assurance (a "non- disturbance agreement") from Landlord’s Mortgagee in commercially reasonable form and substance that Tenant's use and possession and this Lease will not be disturbed so long as no event of default occurs and is continuing and Tenant agrees to attorn to Landlord’s mortgagee to the extent it becomes the record owner of the Total Site. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any mortgage or deed in lieu thereof by any Landlord Mortgagee, to attorn, without any deductions or set-offs whatsoever, to the purchaser or any successors thereto upon written any such foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser, and to recognize such purchaser as the Landlord under this Lease. Tenant shall, within five (5) days of request by LessorLandlord, Lessee shall subordinate execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the attornment and subordination of this Lease to an existing any such mortgages or trust deeds. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees Landlord covenants that no mortgage or ground lease ------------- will exist with respect to the Land and Building superior to Tenant's rights hereunder, upon execution of this Lease. Upon Landlord's acquisition of title to the Land and Building, Landlord shall deliver to Tenant a copy of Landlord's title insurance policy, or marked-up binder, demonstrating the absence of a mortgage on the Land and Building. Provided that Landlord shall deliver to Tenant a subordination, nondisturbance and attornment agreement in form reasonably satisfactory to Tenant and Landlord's mortgagee, this Lease is subject and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of subordinate in all respects to any underlying leases, ground leases, licenses, or agreements, and to all mortgages which may hereafter be placed on or affect such Facility) on written request by Lessor leases, licenses, or agreements or the holder of any first mortgage Land or proposed first mortgage on a Facilitythe Demised Premises, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and also to all renewals, modifications replacementsmodifications, consolidations consolidations, and extensions thereof of such underlying leases, ground leases, licenses, agreements, and mortgages. Although no instrument or action on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall, nevertheless, execute and deliver such further instruments confirming such subordination as may reasonably be desired by any and all advances made thereunder and the interest thereonholder of any such mortgage or by any lessor, licensor, or party to an agreement under any such underlying lease, ground lease, license, or agreement, respectively. If Lessor any underlying lease, ground lease, license, or agreement to which this Lease is not subject and subordinate terminates, or if any mortgage to which this Lease is subordinate is foreclosed, Tenant shall, on timely request, attorn to the holder of the reversionary interest or to the mortgagee in default under possession, as the terms case may be. If Landlord shall notify Tenant in writing that the Demised Premises or Building is encumbered by a mortgage (which notice shall contain the name and address of this Leasethe mortgagee), upon written request by Lessor, Lessee shall subordinate then notwithstanding anything in this Lease to an existing or future first mortgage or similar interest the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or mortgagee in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days manner provided for in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeParagraph 18.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed Property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord agrees to use commercially reasonable efforts to obtain for Tenant a Subordination, Non-Disturbance and Attornment Agreement executed by any existing mortgagee or ground lessor of the Project, on a Facilitysuch mortgagee or ground lessor's standard form. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such first mortgage lender or first lienother party will not disturb Tenant's right of possession under this Lease if there is not then an Event of Default under this Lease. Subject to the foregoing, whether same be in Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord's default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Leaseforeclosure proceeding or sale. Initialed for identification byInitials: Lessor Lessee------- -------

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such first mortgage lender or first lienother party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, whether same be in within thirty (30) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within ten (10) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord's default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary, after receipt of such notice, the same amount of time provided to Landlord under this Lease within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule of law which may give or similar interest purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees Tenant accepts this Lease subject and subordinate to any mortgage or deed of trust presently existing or hereafter arising on the Demised Premises or upon the Building, and to any renewals, refinancing, extensions and replacements thereof. Landlord and Tenant agree that this Lease and Lessee’s interest herein shall (be subordinate to any future mortgage or deed of trust; provided that Tenant receives an executed Non-Disturbance Agreement from such lender which sets forth that Tenant's possession of the Demised Premises shall not be disturbed so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and Tenant is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed that if any purchaser by a foreclosure sale or molested by deed in its possession lieu of foreclosure becomes the owner of the Facility Demised Premises or the Building, Tenant will attorn to and recognize such entity as Landlord hereunder. In confirmation of this subordination, Tenant shall execute and promptly deliver any certificate that lessor or any mortgagee may reasonably require. Tenant agrees to give any mortgagee and/or trust deed holder, by certified mail, a copy of any notice of default served upon the Landlord, provided that prior to such notice Tenant has been notified in the full enjoyment writing (by way of notice of assignment of rents and leases or otherwise) of the rights granted Lessee hereunder, (ii) agreeing address of such mortgagee and/or trust deed holder. Tenant further agrees that if Landlord shall have failed to give Lessee notice of cure any default by Lessor and to give Lessee at least hereunder within the time provided for in this Lease, then the mortgagee and/or trust deed holder shall have an additional thirty (30) days in within which to cure Lessor’s such default, or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) day period, any mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeincluding but not limited to commencement of foreclosure proceedings if necessary to effectuate such cure).

Subordination. Lessee agrees that this Lease The payment of principal of, premium, if any, and Lessee’s interest herein on the Junior Subordinated Debentures will be subordinated in right of payment to the prior payment in full, in cash or cash equivalents, of all Senior and Subordinated Debt of the Company. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, the holders of all Senior and Subordinated Debt will first be entitled to receive payment in full of all amounts due or to become due thereon before the holders of the Junior Subordinated Debentures will be entitled to receive any payment in respect of the principal of, premium, if any, or interest on the Junior Subordinated Debentures. No payments on account of principal, premium, if any, or interest in respect of the Junior Subordinated Debentures may be made by the Company if there shall have occurred and be continuing a default in any payment with respect to Senior and Subordinated Debt, whether at maturity, upon redemption, by declaration or otherwise. In addition, during the continuance of any other event of default (so long as other than a payment default) with respect to Designated Senior and Subordinated Debt pursuant to which the debt encumbering said Facility does not exceed maturity thereof may be accelerated, from and after the then appraised fair market value date of receipt by the Trustee of written notice from holders of such FacilityDesignated Senior and Subordinated Debt or from an agent of such holders, no payments on account of principal, premium, if any, or interest in respect of the Junior Subordinated Debentures may be made by the Company during a period (the "Payment Blockage Period") commencing on the date of delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written request by Lessor notice to the Trustee from the holders of such Designated Senior and Subordinated Debt or from an agent of such holders, or such event of default has been cured or waived or has ceased to exist). Only one Payment Blockage Period may be commenced with respect to the holder Junior Subordinated Debentures during any period of 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any first mortgage Payment Blockage Period with respect to the Designated Senior and Subordinated Debt initiating such Payment Blockage Period shall be or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form basis for the commencement of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed subsequent Payment Blockage Period by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder holders of such mortgage Designated Senior and Subordinated Debt, unless such event of default shall have been cured or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence waived for a period of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Leaseless than 90 consecutive days. Initialed for identification by: Lessor LesseeA-1

Subordination. Lessee Creditor hereby subordinates, to the extent and in the manner provided below, in favor of Lender all Subordinated Obligations and all claims and demands arising therefrom to all of the Senior Obligations and agrees that this Lease Lender shall first be paid all of the Senior Obligations, with interest as accrues thereon and Lessee’s interest herein any costs and expenses of collection thereof, in accordance with the terms thereof and the requirement that Lender make Advances to the Borrowers under the Loan Agreement shall (be terminated before Creditor shall be paid any sums due on Subordinated Obligations of Borrowers to Creditor. Creditor further agrees that, subject to the limitation on Senior Obligations provided for in Section 1.1, Lender may, at any time and from time to time, renew, extend, modify, amend, substitute or alter the time of payment or maturity of, or waive the right to enforce the Senior Obligations, or any part thereof, or release or compromise the terms thereof, and that Lender may make new loans, advances and extensions of credit to or for the benefit of the Borrowers, which will be deemed to be included in the Senior Obligations or the Senior Obligations may be refinanced by the Lender, or otherwise, so long as the debt encumbering said Facility such refinancing does not exceed increase the then appraised fair market value annual amortization of such Facility) on written request by Lessor or the holder principal of the Senior Obligations which constitute term loans, all without in any first mortgage or proposed first mortgage on a Facility, be made subordinate way impairing the subordination and subject standstill provisions set forth herein which shall remain in full force and effect without any further act of Creditor. Lender shall notify Creditor in writing within 14 days of each of the events referred to such first mortgage or first lien, whether same be in the form of a mortgagepreceding sentence; provided, deed however, that the failure to secure debt, deed of trust, or do so shall not impair in any similar method of financing or refinancing, placed by Lessor against any part manner the subordination of the Facility; and Subordinated Obligations of Borrowers to all renewalsCreditor to the Senior Obligations, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it set forth in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeSection 3.

Subordination. Lessee agrees The indebtedness of the Issuer evidenced by the Subordinated Notes, including the principal and interest on this Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing and future Senior Indebtedness (as defined below) of the Issuer, and that this Lease such subordination is for the benefit of and Lessee’s interest herein shall (so long as enforceable by the debt encumbering said Facility does not exceed the then appraised fair market value holders of such Facility) on written request by Lessor Senior Indebtedness. Upon any payment or distribution of assets to creditors in case of the holder Issuer’s liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or any first mortgage bankruptcy, insolvency, or proposed first mortgage on a Facilitysimilar proceedings, all holders of Senior Indebtedness will be made subordinate and subject entitled to receive payment in full of all amounts due to such first mortgage or first lien, whether same be in the form of a mortgage, deed holders pursuant to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Leasesuch Senior Indebtedness before the Noteholders will be entitled to receive any payment of principal or interest on their Subordinated Notes. In the event of any such proceeding, upon written request by Lessorafter payment in full of all sums owing with respect to Senior Indebtedness, Lessee the Noteholders, together with the holders of any obligations of the Issuer ranking equally in right of payment with the Subordinated Notes, shall subordinate this Lease be entitled to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee be paid from the holder remaining assets of the Issuer, the unpaid principal thereof, and the unpaid interest thereon, before any payment or proposed holder other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Issuer ranking subordinate or junior to the Subordinated Notes. In addition, no payment on account of principal or interest on the Subordinated Notes will be made by the Issuer if, at the time of such mortgage payment or lienimmediately after giving effect thereto, there shall have occurred an agreementevent of default with respect to any of the Issuer’s Senior Indebtedness, in form and substance reasonably satisfactory permitting the holders thereof (or a trustee on behalf of the holders thereof) to Lesseeaccelerate the maturity thereof, (i) recognizing the existence of this Lease and providing that so long as Lessee complies or an event that, with the obligations imposed on it in this Lease and is not in default hereundergiving of notice or the passage of time or both, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession would constitute such event of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process such event of default shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseenot have been cured or waived.

Subordination. Lessee This Lease and all rights of Tenant under this Lease are subordinate to any of the following, and any modifications thereof, which may now or hereafter affect any portion of the Building: any Mortgage, or any ground or underlying lease covering any part of the Building. On sale by foreclosure of a Mortgage or sale in lieu of foreclosure, Tenant will attorn to the purchaser if requested by such purchaser, and recognize the purchaser as the Landlord under this Lease, provided that such purchaser recognizes this Lease. These provisions are self- operative and no further instrument is required to effect them; however, upon demand from time to time, Tenant shall execute, acknowledge and deliver to Landlord any instruments necessary or proper to evidence such subordination and/or attornment or, if Landlord so elects, to render any of the foregoing subordinate to this Lease or to any or all rights of Tenant hereunder. Tenant further 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 Tenant hereunder in the event of any such foreclosure proceeding or sale, and agrees that this Lease and Lessee’s shall not be affected in any way whatsoever by any such proceeding or sale unless the Mortgagee, or the purchaser, shall declare otherwise. Notwithstanding the foregoing, Tenant shall not be required to subordinate its interest herein shall under this Lease unless (so long as the debt encumbering said Facility a) such subordination does not exceed the then appraised fair market value of such Facilitymaterially increase Tenant's obligations, or materially decrease its rights under this Lease, and (b) on written request by Lessor or Landlord first obtains from the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method other instrument of financing or refinancing, placed by Lessor against any part of the Facility; and security to all renewals, modifications replacements, consolidations and extensions thereof and which this Lease is to any and all advances made thereunder and the interest thereon. If Lessor is not in default become subordinated a written agreement that provides substantially that as long as Tenant performs its obligations under the terms of this Lease, upon written request by Lessorno foreclosure of, Lessee shall subordinate this Lease to an existing deed given in lieu of foreclosure of, or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from sale under the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultencumbrance, and (iii) agreeing that casualty proceeds and condemnation process no steps or procedures taken under the encumbrance, shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeaffect Tenant's rights hereunder.

Subordination. Lessee The indebtedness evidenced by this Subordinated Revolving Note is subordinated to the prior payment in full of all of the Borrower’s obligations under the TAA. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Investors and/or any of their assignees (collectively, the Senior Claimants) under the TAA. Until the Collection Date, the Lender shall not demand, accelerate, xxx for, take, receive or accept from the Borrower, directly or indirectly, in cash or other property or by set-off or any other manner (including, without limitation, from or by way of collateral) any payment or security of all or any of the indebtedness under this Subordinated Revolving Note or exercise any remedies or take any action or proceeding to enforce the same. The Lender hereby agrees that it will not institute against the Borrower any proceeding of the type constituting an Event of Bankruptcy unless and until the date that is one year and one day after the Collection Date has occurred. Nothing in this Lease and Lessee’s interest herein paragraph shall (restrict the Borrower from paying, or the Lender from requesting, any payments under this Subordinated Revolving Note so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and Borrower is not in default hereunderrequired under the TAA to set aside the funds proposed to be used for such payments for the benefit of, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession otherwise pay over such funds to, any of the Facility or in the full enjoyment of the rights granted Lessee hereunderSenior Claimants, (ii) agreeing to give Lessee notice of any default by Lessor no Termination Event or Potential Termination Event shall have occurred and to give Lessee at least thirty (30) days in which to cure Lessor’s default, then be continuing under the TAA and no Collection Agent Default shall have occurred and then be continuing under the TAA and (iii) agreeing the making of such payment would not otherwise violate the terms and provisions of either the Purchase Agreement or the TAA. Should any payment, distribution or security or proceeds thereof be received by the Lender in violation of the immediately preceding sentence, the Lender agrees that casualty proceeds and condemnation process such payment shall be applied segregated, received and held in accordance with this Leasetrust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Agent for the benefit of the Senior Claimants. Initialed for identification by: Lessor Lessee​

Subordination. Lessee agrees Section 28.01. Landlord and/or any entity comprising Landlord may, at its sole option at any time or times on or after the date of this Lease, mortgage or grant a deed of trust (a "Mortgage) with respect to its fee interest or its leasehold interest in the Demised Premises or the Shopping Center or any part thereof, and the holder of the equity interest in Landlord and/or any entity comprising Landlord may, at its sole option, at any time or times on or after the date of this Lease, pledge its equity interest in Landlord and/or any entity comprising Landlord, as security for a loan (the holder of such Mortgage or pledge being herein referred to as a "Mortgagee"), in either or any case in such amounts and on such terms as Landlord, in Landlord's sole discretion, determines; provided, however, that in no event shall this Lease be subject and Lessee’s subordinate at any time to the lien, operation or effect of any Mortgage or any other similar encumbrance created originally by Landlord, and any modification, extension and renewal thereof, which may hereafter be executed by Landlord affecting the Demised Premises or any part thereof unless Tenant has consented or agreed to the placing of such Mortgage, modification or renewal, except that if the proposed Mortgagee is an institutional lender (i.e. a bank, insurance company, corporate pension fund or the like), Tenant agrees to subordinate its interest herein shall (in this Lease so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on Mortgagee agrees to enter into a Facilitysubordination, be made subordinate attornment and subject to such first mortgage or first lien, whether same be non-disturbance agreement with Tenant substantially in the form of such instrument attached hereto as Exhibit "J". Any such proposed Mortgagee shall agree to enter into a mortgagesubordination, deed non-disturbance agreement with Tenant's subtenants who have received or who are in the future entitled to secure debtreceive a subordination, deed of trustnon-disturbance agreement from Landlord pursuant to Article XIX, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee which shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, be in form and substance reasonably satisfactory substantially similar to Lesseethe non-disturbance agreement (see Exhibit "H") delivered by Landlord previously to those subtenants, (i) recognizing the existence if any, who qualify under Article XIX of this Lease and providing that so long as Lessee complies with being entitled to receive the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseesame from Landlord.

Subordination. Lessee agrees that Anything in this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor Indenture or the holder Securities of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trustseries, or any Coupons appertaining thereto, to the contrary notwithstanding, the Indebtedness evidenced by the Securities of all series and any Coupons appertaining thereto shall be subordinate and junior in right of payment in all respects to all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or incurred after the date of this Indenture. Such Indebtedness of the Company to which the Securities and any Coupons appertaining thereto are subordinate and junior is sometimes herein referred to as "Superior Indebtedness". Without limiting the effect of the foregoing, "subordinate" and "junior" as used herein shall include within their meanings the following: that (i) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar method proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of financing any proceedings for voluntary liquidation, dissolution or refinancingother winding up of the Company, placed whether or not involving insolvency or bankruptcy proceedings, then all principal and interest on all Superior Indebtedness shall first be paid in full, or such payment be provided for, before any payment on account of principal or interest is made upon the Indebtedness evidenced by Lessor against the Securities of any series and any Coupons appertaining thereto, and in any such proceedings any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in respect of the Securities of any series and any Coupons appertaining thereto shall be paid or delivered directly to the holders of such Superior Indebtedness for application in payment thereof, unless and until such Superior Indebtedness shall have been paid and satisfied in full or such payment and satisfaction shall have been provided for; provided, however, that (x) in the event that payment or delivery of such cash, property or securities to the Holders of the Securities of any series and to the Holders of any Coupons appertaining thereto is authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Securities of all series and any Coupons appertaining thereto to Superior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law, no payment or delivery of such cash, property or securities payable or deliverable with respect to the Securities of any series and any Coupons appertaining thereto need be made to the holders of Superior 105 95 Indebtedness; and (y) no such delivery need be made of securities which are issued pursuant to voluntary reorganization, dissolution or liquidation proceedings, or upon any merger, consolidation, sale, lease, transfer or other disposal not prohibited by Sec. 6.02 of this Indenture, by the Company, as reorganized, or by the New Company, and which securities are subordinate and junior to the payment of all Superior Indebtedness then outstanding; and (ii) in the event that pursuant to Article Eight of this Indenture the Securities of any series are declared due and payable because of the occurrence of any Event of Default described in Article Eight of this Indenture (under circumstances when the provisions of the foregoing clause (i) shall not be applicable), the Holders of Securities of such series and the Holders of any Coupons appertaining thereto, and the Trustee, on their behalf (but not with respect to its own compensation and expenses), shall be entitled to payment only after there shall first have been paid in full the Superior Indebtedness outstanding at the time Securities of such series and any Coupons appertaining thereto so become due and payable because of such Event of Default, or such payment shall have been provided for. No present or future holder of Superior Indebtedness shall be prejudiced in his right to enforce subordination of the Securities of all series and any Coupons appertaining thereto by any act or failure to act on the part of the Facility; and to all renewalsCompany. The provisions of this Article Fifteen are solely for the purpose of defining the relative rights of the holders of Superior Indebtedness on the one hand, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereonHolders of the Securities of all series and the Holders of any Coupons appertaining thereto on the other hand, and nothing herein shall impair, as between the Company and the Holder of any Security of any series or of any Coupon appertaining thereto, the obligation of the Company, which is unconditional and absolute, to pay to the Holder thereof the principal, premium, if any, and interest, if any, thereon in accordance with its terms, nor shall anything herein prevent the Holder of a Security of any series or of any Coupon appertaining thereto or the Trustee on behalf of the Holders of the Securities of all series or of any Coupons appertaining thereto from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, subject to the rights, if any, under this Article Fifteen of holders of Superior Indebtedness to receive cash, property or securities otherwise payable or deliverable to the Holders of the Securities of any series or of any Coupons appertaining thereto. If Lessor is not Sec. 15.02. Securities May be Paid Prior to Dissolution, etc. Nothing contained in default this Article Fifteen or elsewhere in this Indenture, or in the Securities of any series or any Coupons appertaining thereto, shall prevent (a) the Company, at any time except under the terms conditions described in Sec. 15.01 or 106 96 during the pendency of any dissolution or winding up or total or partial liquidation or reorganization proceedings therein referred to, from making payments at any time of principal of and premium, if any, or interest, if any, on Securities of any series or payments of any Coupons appertaining thereto or from depositing with the Trustee or any Paying Agent moneys for such payments, or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it under this Indenture to the payment of or on account of the principal of and premium, if any, or interest, if any, on Securities of any series or payments of any Coupons appertaining thereto to the Holders of Securities of such series or of any Coupon appertaining thereto entitled thereto if such payment would not have been prohibited by the provisions of Sec. 15.01 on the date such moneys were so deposited. Notwithstanding the provisions of Sec. 15.01 or any other provision of this LeaseIndenture, upon the Trustee and any Paying Agent shall not be charged with knowledge of the existence of any Superior Indebtedness or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent shall have received written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee notice thereof from the holder Company or proposed from a holder of such mortgage Superior Indebtedness; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, that, if prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal of and premium, if any, or lieninterest, an agreementif any, in form and substance reasonably satisfactory on the Securities of any series or the payment of any Coupons appertaining thereto) the Trustee or such Paying Agent shall not have received with respect to Lessee, (i) recognizing such moneys the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it notice provided for in this Lease Sec. 15.02, then, anything herein contained to the contrary notwithstanding, the Trustee and is not in default hereunder, neither Lessee nor its successors such Paying Agent shall have full power and assigns shall he disturbed or molested in its possession of authority to receive such moneys and apply the Facility or in same to the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in purpose for which to cure Lessor’s defaultthey were received, and (iii) agreeing that casualty proceeds and condemnation process shall not be applied in accordance with this Leaseaffected by any notice to the contrary which may be received by it after such date. Initialed for identification by: Lessor LesseeSec. 15.03.

Subordination. Lessee This Lease is subject to and Tenant agrees that this to comply with all matters of record affecting the Real Property. This Lease is also subject and Lessee’s interest herein shall (so long subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Real Property, as well as all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the debt encumbering said Facility does not exceed the then appraised fair market value of lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to execute, acknowledge and deliver, within five (5) days, any and all reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such first mortgage lender or first lienother party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, whether same be in within five (5) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all reasonable documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgagethis Lease to any such mortgages, deed to secure debt, deed deeds of trust, or leasehold estates. Tenant agrees that if any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within five (5) days after request execute such further reasonable instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord's default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees that Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and Lesseesubordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord’s interest herein shall (so long as or estate in the debt encumbering said Facility does not exceed Building, or any ground or underlying lease; provided, however, that if the then appraised fair market value of such Facility) on written request by Lessor lessor, mortgagee, trustee, or the holder of any first such mortgage or proposed first mortgage on a Facilitydeed of trust elects to have Xxxxxx’s interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be made subordinate and subject to such first mortgage or first liendeemed superior, whether same be in this Lease was executed before or after said instrument. Notwithstanding the form foregoing, Tenant covenants and agrees to execute and deliver within ten (10) business days of a mortgage, deed to secure debt, deed of trust, Landlord’s request such further instruments evidencing such subordination or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms superiority of this LeaseLease as may be required by Landlord. Notwithstanding the foregoing, upon written request by LessorXxxxxx, Lessee Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's then current mortgagee on such mortgagee's then current standard form of agreement. “Reasonable efforts” of Landlord shall subordinate not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the mortgagee. Upon request of Landlord, Xxxxxx will execute the mortgagee’s form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the mortgagee. Xxxxxxxx's failure to obtain a non- disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. Notwithstanding the foregoing in this Section to the contrary, as a condition precedent to the future subordination of this Lease to an existing or a future first mortgage or similar interest mortgage, Landlord shall be required to secure financing as aforesaid; provided that Lessor provide Tenant with a non-disturbance, subordination, and attornment agreement in favor of Tenant from any such mortgagee who comes into existence after the Commencement Date. Such non-disturbance, subordination, and attornment agreement in favor of Tenant shall deliver to Lessee from the holder or proposed holder of such mortgage or lienprovide that, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with Tenant is paying the obligations imposed on it in this rent due under the Lease and is not otherwise in default hereunderunder the Lease beyond any applicable cure period, neither Lessee nor its successors right to possession and assigns shall he disturbed or molested in its possession the other terms of the Facility or Lease shall remain in the full enjoyment force and effect. Such non-disturbance, subordination, and attornment agreement may include other commercially reasonable provisions in favor of the rights granted Lessee hereundermortgagee, including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any payment of the Monthly Installment of Rent or any other sum due under this Lease for more than one (1) month in advance or (ii) any amendment or modification of the Lease made without the express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) agreeing to give Lessee notice the breach of any default warranties or obligations relating to construction of improvements on the property or any tenant finish work performed or to have been performed by Lessor any prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall be subject to give Lessee at least any offsets or defenses which Tenant might have against any prior landlord (including Landlord). Landlord shall use commercially reasonable efforts to obtain an executed Subordination, Nondisturbance and Attornment Agreement for Tenant’s benefit in the form of Exhibit F attached hereto within thirty (30) days following the mutual execution and delivery of this Lease and the Subordination, Nondisturbance and Attornment Agreement in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseethe form of Exhibit F.

Subordination. Lessee Landlord agrees that this to use commercially reasonable efforts to obtain a commercially reasonable nondisturbance agreement in favor of Tenant from the current lender of the Project. This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions Initials: /s/ KM -------- -18- /s/ VC -------- thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written subordination, non-disturbance and attornment agreement in favor of Tenant to the effect that such first mortgage lender or first lienother party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, whether same be in within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord's default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees that Subject to the terms and conditions of this Article, this Lease is subject and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of subordinate to any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trusttrust that may now or hereafter encumber the Project, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications modifications, consolidations, replacements, consolidations and extensions thereof thereof. In addition, subject to the terms and conditions of this Article 17, Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises or the Project or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that any such ground lessor, beneficiary or mortgagee agrees in its subordination, non-disturbance and attornment agreement reasonably acceptable to Tenant ("SNDA") not to disturb Tenant as long as no Event of Default is continuing under this Lease and to recognize all of Tenant's rights under this Lease. Subject to the foregoing, the SNDA shall provide, without limitation, that such ground lessor, beneficiary or mortgagee shall not (i) be bound by any payment of rent or additional rent for more than one (1) month in advance, except advance rental payments expressly provided in this Lease; (ii) any modification to this Lease made without the written consent of such mortgagee or beneficiary or such successor-in-interest; (iii) be liable for any act or omission of Landlord; or (iv) be subject to any offset or defense arising prior to the date such ground lessor terminates Landlord's leasehold estate or such mortgagee or beneficiary acquires title to the Project as applicable. Tenant agrees to execute and deliver to Landlord the SNDA from Landlord's ground lessor, beneficiary or mortgagee within fifteen (15) days after receipt thereof from Landlord. If any such mortgagee or beneficiary elects to make this Lease superior to such mortgage or deed of trust, Tenant shall, within fifteen (15) days after Landlord's request, execute any certificate or instrument in reasonable form confirming the same. In the event of the enforcement by the mortgagee or beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, at the option of any person or party succeeding to the interest thereon. If Lessor is not of Landlord as a result of such enforcement, attorn to and automatically become the Tenant of such successor-in-interest without change in default under the terms or other provisions of this Lease; provided, upon however, that such successor-in-interest shall recognize all of Tenant's rights under this Lease, and shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except advance rental payments expressly provided for in this Lease; (b) any modification to this Lease made without the written consent of such mortgagee or beneficiary or such successor-in-interest; (c) liable for any act or omission of Landlord; or (d) subject to any offset or defense arising prior to the date such successor-in-interest acquired title to the Project or Building. Upon request by Lessorany mortgagee or beneficiary, Lessee Tenant shall subordinate this Lease to execute and deliver an existing instrument or future first mortgage or similar interest to secure financing as aforesaid; instruments confirming the attornment provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeherein.

Subordination. Lessee agrees that this Lease Any indebtedness of Borrower or any Subsidiary Guarantor now or hereafter held by Holdings is hereby subordinated to the prior payment in full in immediately available funds of all the Guaranteed Obligations, and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder indebtedness of any first mortgage Loan Party to Holdings, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by Holdings as trustee for the Guaranteed Parties, shall be segregated from all other property or proposed first mortgage on a Facility, funds of Holdings and shall be made subordinate and subject paid over to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part Administrative Agent for the benefit of the Facility; and Guaranteed Parties for application to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not Guaranteed Obligations in default under accordance with the terms of this LeaseAgreement, upon written request or if this Agreement does not provide for the application of such amount, to be held by Lessorthe Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, Lessee but without affecting or impairing in any manner the liability of Holdings under the other provisions of this Guaranty. In the event that Holdings receives any payment of any indebtedness described in the first sentence of this Section 11.07 prior to the Facility Termination Date and during the existence of an Event of Default, such payment of such indebtedness which has been received by Holdings, if requested by the Administrative Agent, shall subordinate be received by Holdings as trustee for the Guaranteed Parties, shall be segregated from all other property or funds of Holdings and shall be paid over to the Administrative Agent for the benefit of the Guaranteed Parties for application to the Guaranteed Obligations in accordance with the terms of this Lease Agreement or, if this Agreement does not provide for the application of such amount, to an existing be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Prior to the transfer by Holdings of any note or future first mortgage negotiable instrument evidencing any indebtedness of any Loan Party to Holdings, Holdings shall xxxx such note or similar interest negotiable instrument with a legend that the same is subject to secure financing this subordination. Without limiting the generality of the foregoing, Holdings hereby agrees with the Guaranteed Parties that it will not exercise any right of subrogation which it may at any time otherwise have as aforesaida result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until after the Facility Termination Date has occurred; provided that Lessor if any amount shall deliver be paid to Lessee from the holder or proposed holder Holdings on account of such mortgage subrogation rights prior to such time, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent for the benefit of the Guaranteed Parties to be credited and applied to the Guaranteed Obligations, whether matured or lien, an agreementunmatured, in form and substance reasonably satisfactory to Lessee, (i) recognizing accordance with the existence terms of this Lease and providing that so long Agreement or, if this Agreement does not provide for the application of such amount, to be held by the Administrative Agent as Lessee complies with collateral security for any Guaranteed Obligations thereafter existing. Upon the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession occurrence of the Facility or in Termination Date, Holdings shall be subrogated to the full enjoyment rights of the rights granted Lessee hereunder, (ii) agreeing Guaranteed Parties to give Lessee notice receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of any default the Loan Parties held by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process Holdings shall be applied paid in accordance with this Lease. Initialed for identification by: Lessor Lesseefull.

Subordination. Lessee agrees that this Lease The rights of the Administrative Agent, Xxxxxx, and Lessee’s interest herein Secured Parties hereunder shall be subject to the terms of the Subordination Agreement. Further, any Sponsor O&M Fees (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facilityhereinafter defined) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be are hereby expressly made subordinate and subject in right of payment to such first mortgage or first lien, whether same be the prior payment in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part full in cash of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to Guaranteed Obligations. “Sponsor O&M Fees” shall mean any and all advances made thereunder fees, payments, and monetary obligations due and owing from the interest thereonProject Company to Guarantor pursuant to the O&M Agreement, including but not limited to the “Service Fee” and “Module Replacement Fee” (as such terms are defined in the O&M Agreement). If Lessor is The Guarantor agrees that it will not in default assign its rights to the Sponsor O&M Fees or under the terms O&M Agreement or any instrument or document evidencing such Sponsor O&M Fees. Notwithstanding the foregoing, except as otherwise provided herein, the Guarantor may retain payments of this Leasethe Sponsor O&M Fees in accordance with the O&M Agreement; provided, upon written request by Lessorhowever, Lessee shall subordinate this Lease that if (a) an Event of Default pursuant to an existing Section 8.01 of the Credit Agreement has occurred and is continuing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee ​ would result from the holder or proposed holder making of such mortgage or lienpayment, an agreement, in form and substance reasonably satisfactory to Lessee, and/or (b) (i) recognizing an “Output Shortfall” (as defined in the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease Power Purchase Agreement) exists and is not in default hereunder, neither Lessee nor its successors continuing under the Power Purchase Agreement; and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing in connection with such “Output Shortfall,” either (X) the Project Company has failed to give Lessee notice make the required “Output Shortfall Payment” (as defined in the Power Purchase Agreement) to CMEEC or has otherwise committed an “Event of Default” (as defined in the Power Purchase Agreement); or (Y) the payment of the Sponsor O&M Fees by the Project Company to Guarantor would result in a reduction in cash distributions by the Tax Equity Holdco to the Borrower such that Borrower would not have sufficient cash to make the required payments under items FIRST through ELEVENTH of section 6.19(b) of the Credit Agreement (and Guarantor has otherwise not provided Borrower with the funds to make such payments), then, in either of subsection (a) or subsection (b) above, the Guarantor shall not retain, any payment of any default by Lessor Sponsor O&M Fees, unless and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeuntil the earliest of the following time:

Subordination. Lessee Payee understands and agrees that all amounts payable under this Lease Note, whether for principal, interest or expenses, and Lessee’s the enforcement of Payee's rights in respect thereof, shall be subordinate and junior to all Senior Indebtedness (as defined below). If any default occurs in the payment of the principal of or premium or interest herein shall on any Senior Indebtedness (so long whether as a result of the debt encumbering said Facility does not exceed acceleration thereof by the holder of any Senior Indebtedness or otherwise) (a “Payment Default”), then appraised fair market value during the continuance of such Facilitydefault and until such payment has been made or such default has been cured or waived in writing by the holder of the Senior Indebtedness, no payment of principal or interest or other amount on this Note shall be made by Maker or accepted by Payee and Payee shall not demand or exercise remedies to enforce or collect such amounts (but may accelerate this Note as provided in clauses (b) through (d) of Section 4 of this Note). In addition, no payment of principal or interest or other amount on this Note shall be made by Maker or accepted by Payee and Payee shall not demand or exercise remedies to enforce or collect such amount if the following three conditions shall exist: (i) any default other than a Payment Default occurs on any Senior Indebtedness, (ii) Payee has received written request by Lessor notice (“Default Notice”) of such default from Maker or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, Senior Indebtedness and (iii) agreeing such default shall not have been cured by Maker or waived in writing by the holder of the Senior Indebtedness and less than 180 days shall have elapsed after the date of receipt by Payee of the Default Notice; provided, however, that casualty proceeds nothing in this sentence shall affect the ability of Payee to accelerate this Note as provided in clauses (b) through (d) of Section 4 of this Note. The term “Senior Indebtedness” shall mean money borrowed (including without limitation all principal, interest (whether or not allowed in a proceeding), fees and condemnation process all other amounts owing in connection therewith) from, or otherwise represented by notes payable to, a bank or other financial institution or institution in the business of lending money which is secured in whole or in part by any assets or property of Maker and/or any of its direct or indirect subsidiaries. Any payments received by Payee in violation of the foregoing provisions shall be applied deemed to be held in trust by Payee for the benefit of the applicable payee of the Senior Indebtedness. Payee agrees, at the request of any payee of Senior Indebtedness, to execute such additional documents and instruments which any payee of Senior Indebtedness may reasonably request to carry out the foregoing and other customary subordination provisions. Except as set forth in Section 5(a) hereof, nothing contained in this Section 3 or elsewhere in this Note is intended to or shall impair as between Maker, its creditors other than the holders of Senior Indebtedness, and Payee, the obligation of Maker, which is unconditional and absolute, to pay to Payee the principal of and interest on this Note as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of Payee and the creditors of Maker other than the holders of Senior Indebtedness, nor shall anything herein prevent Payee from exercising all remedies otherwise permitted by applicable law upon the occurrence of an Event of Default under this LeaseNote, subject to the rights, if any, under this Section 3 of the holders of Senior Indebtedness in respect of cash or other property of Maker received upon the exercise of any such remedy. Initialed for identification by: Lessor LesseePayee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. In the event that Maker fails to make a payment on account of principal of or interest on or other amounts due in respect of this Note by reason of any provision of this Section 3, such failure shall constitute an Event of Default hereunder, and the fact that such failure resulted from the application of this Section 3 shall not be construed as preventing the occurrence of, or mitigating, such Event of Default.

Subordination. Lessee agrees that this Lease This Lease, and Lessee’s all of Tenant's rights and interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form leasehold estate hereunder, shall be subject and subordinate to any mortgages or deeds of a mortgage, deed to secure debt, deed of trusttrust that now encumber, or any similar method of financing or refinancingmay hereafter be placed upon, placed by Lessor against any part the Premises, and to the rights of the Facility; and to all renewalsmortgagees or beneficiaries thereunder, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and or to be made thereunder, the interest thereon, and all modifications, renewals, replacements and extensions thereof so long as such mortgagee or beneficiary has first executed a non-disturbance agreement in form and content reasonably acceptable to Tenant. If Lessor is not any such mortgagee or beneficiary so elects in default under the terms of this Leasewriting, upon written request by Lessor, Lessee shall subordinate then this Lease shall be superior to an existing or future first the lien of the mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder deed of trust held by such mortgagee or proposed holder of beneficiary, whether this Lease is dated or recorded before or after such mortgage or lientrust deed. Upon request, an agreementTenant shall promptly execute and deliver to Landlord, in form and substance reasonably satisfactory or any such mortgagee or beneficiary, any documents or instruments required by any of them to Lessee, (i) recognizing the existence evidence subordination of this Lease and providing that so long as Lessee complies with the obligations imposed on it in hereunder or to make this Lease and is not prior to the lien of any mortgage or deed of trust as herein specified. If Tenant fails or refuses to do so within ten (10) days after written request therefor by Landlord or such mortgagee or beneficiary, such failure or refusal shall constitute an Event of Default by Tenant, but shall in default hereunder, neither Lessee nor its successors and assigns shall he disturbed no way affect the validity or molested in its possession enforceability of the Facility subordination to or by the mortgage or deed of trust held by such mortgagee or beneficiary. As used herein, the terms "mortgage" and "deed of trust" include any sale and leaseback transaction in which Landlord sells and simultaneously leases back all or any portion of its interest in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeShopping Center.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof-, provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such first mortgage lender or first lienother party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, whether same be in within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. In the event of a foreclosure of any such mortgage or deed of trust or any other action or proceeding for the enforcement thereof, modifications replacementsor for any sale thereunder, consolidations and extensions thereof and to any and all advances made thereunder and this Lease will not be terminated or extinguished, nor will the interest thereon. If Lessor rights of possession of Tenant hereunder be disturbed, if Tenant is not then in default under the terms this Lease beyond any notice and cure periods. Tenant agrees to provide copies of this Lease, upon written request by Lessor, Lessee shall subordinate any notices of Landlord's default under this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. This Lease shall be subject and subordinate at all times to the lien of all mortgages and trust deeds in any amount or amounts whatsoever now or hereafter placed on or against the Premises or on or against Lessor's interest or estate therein, all without the necessity of having further instruments executed on the part of Lessee to effectuate such subordination; provided that in the event of a foreclosure of any such mortgage or trust deed or any other action or proceeding for the enforcement thereof, or of any sale thereunder, this Lease will not be barred, terminated, cut off or foreclosed nor will the rights and possession of Lessee hereunder be disturbed if there shall exist no Event of Default with respect to the payment of rent or any other Event of Default hereunder. Lessee shall attorn to the purchaser at any such foreclosure, sale or other action or proceeding or, if requested, enter into a new lease for the balance of the Term then remaining upon the same terms and provisions as are in this Lease contained. Lessee agrees that to execute and deliver upon demand such further instruments evidencing such subordination of this Lease and Lessee’s interest herein shall (so long as to the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage such mortgages or proposed first mortgage on a Facility, trust deeds as may be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request required by Lessor. Notwithstanding the foregoing, Lessee shall subordinate this Lease from time to an existing time on request from Lessor execute and deliver any documents or future first mortgage instruments that may be required by any lender to effectuate such subordination. If Lessee fails to execute and deliver any documents or instruments, Lessee irrevocably constitutes and appoints Lessor as Lessee's attorney in fact to execute and deliver such documents or instruments BROKERAGE FEES, COMMISSIONS: Lessee represents that Lessee was not shown the Premises by any real estate broker or agent and that Lessee has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreementcharge, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance connection with this Lease. Initialed Lessee agrees to defend and hold harmless Lessor in the event a claim for identification by: Lessor Lesseea broker's fee is made in connection with this Lease transaction.

Subordination. Lessee agrees that The payment of any and all obligations under this Lease Agreement, including without limitation the Services Fee, are expressly subordinated to the payment of all Superior Obligations under and Lessee’s in respect of the Credit Agreement to the extent and in the manner set forth in this Agreement. InfrastruX and the Company shall not amend or modify this Agreement in any manner except as permitted by Section 7.12 hereof. Without limiting the generality of the foregoing, InfrastruX shall not consent to or permit an increase in any fees, expenses, compensation or any other payments to the Company under this Agreement, or waive, forgive, release or modify, or attempt to waive, forgive, release or modify, compliance by the Company with any subordination provisions of this Agreement except with the consent of the Required Lenders under the Credit Agreement as specified in Section 7.12 hereof. The Lenders under the Credit Agreement have made loans to InfrastruX in reliance on these provisions and such provisions are for the benefit of such Lenders. So long as no Default or Event of Default then exists under the Credit Agreement or would result from the making of any such payment (any such event, a “Senior Default”), InfrastruX may pay and the Company may accept regularly scheduled payments (including any delayed or deferred payments and all accrued but unpaid interest herein thereon) of the Service Fees and other fees and reimbursement of expenses under this Agreement in accordance with Section 7.09(e) of the Credit Agreement (or successor provision). Upon the occurrence of a Senior Default, until such Senior Default has been cured or has been waived in writing by the Administrative Agent and the Required Lenders, InfrastruX shall not pay, and the Company shall not accept, any payments (by or on behalf of InfrastruX) of any kind associated with this Agreement. To the extent any amounts owing under this Agreement are not paid as a result of the provisions of this Section 7.2 (the “Deferred Amount”), InfrastruX shall (and is hereby permitted to) make a “catch-up” payment of the Deferred Amount, together with all accrued but unpaid interest thereon, at such earliest time as no Senior Default then exists or would result from such payment and so long as such payment is in accordance with the debt encumbering said Facility does not exceed Credit Agreement, including without limitation Section 7.09(e) thereof. Any payments (whether in cash, securities or other property) with respect to the then appraised fair market value obligations under this Agreement received by the Company in violation of such Facility) on written request by Lessor the above provisions or the holder provisions of the Credit Agreement shall be held in trust for the Lenders under the Credit Agreement and the Company will forthwith turn over any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be payments in the form of a mortgagereceived, deed properly endorsed or assigned, to secure debtthe Administrative Agent, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with the Credit Agreement. In the event of the failure of the Company to endorse or assign any such payment, distribution, or security, the Administrative Agent is hereby irrevocably authorized to endorse or assign the same. Until all of the Superior Obligations are paid in full in cash, the Company will not ask, demand, accept, receive or retain any lien or collateral security for the payment of the obligations under this Lease. Initialed Agreement, or any other form of payment assurance as to the obligations under this Agreement, from InfrastruX or any of their Subsidiaries, and will not initiate, maintain, continue or prosecute, or encourage any other Person to initiate or prosecute any claim or other proceeding for identification by: Lessor Lesseeany obligation subordinated under this Section 7.2 except that a claim or action may be brought for amounts that InfrastruX is permitted to pay under this Section 7.2 (including any Deferred Amount and all accrued but unpaid interest thereon).

Subordination. Lessee agrees that Tenant accepts this Lease subject and Lessee’s interest herein shall (so long as subordinate to the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; Master Lease and to all renewals, modifications replacementsmodifications, consolidations and and/or extensions thereof thereof, and to any and all advances made thereunder and mortgage(s), deed(s) of trust or other lien(s) encumbering the interest thereon. If Lessor is not in default under Premises, the terms Buildings or the Project after the date of this Lease, upon written and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. Within 5 business days following the request by Lessorof Landlord, Lessee Tenant shall execute a commercially reasonable subordination and attornment agreement in favor of the Mortgagee, provided such agreement provides a non-disturbance covenant benefiting Tenant. Alternatively, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease in the event of a foreclosure of any mortgage. Tenant 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 an existing any offsets or future first mortgage or similar interest to secure financing as aforesaiddefenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that Lessor the foregoing shall deliver to Lessee not release the applicable prior landlord from the holder or proposed holder of such mortgage or lien, an agreement, in form any liability for those obligations. Tenant acknowledges that Landlord’s Mortgagees and substance reasonably satisfactory to Lessee, (i) recognizing the existence their successors-in-interest are intended third party beneficiaries of this Lease and providing Section 13.1. Landlord warrants to Tenant that so long there are no Mortgages encumbering the Buildings as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or execution of this Lease, except for the Master Lease. Prior to the Commencement Date of this Lease, Landlord shall obtain Master Lessor’s execution and delivery of a Subordination, Non-Disturbance and Attornment Agreement in the full enjoyment form of the rights granted Lessee hereunder, (ii) agreeing Exhibit I attached to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lessee.

Subordination. Lessee agrees Subject to Tenant’s receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease is subject and subordinate to all present and future ground or underlying leases of the Project, the CC&R’s and the lien of any mortgages or trust deeds, now or hereafter in force against the Project and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Xxxxxxxx’s delivery to Tenant of commercially reasonable non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders or lien holders of Landlord who later come into existence at any time prior to the expiration of the Lease Term shall be in consideration of, and Lesseea condition precedent to, Xxxxxx’s interest herein shall obligations under this Article 18. Tenant shall, within five (so long 5) business days of request by Xxxxxxxx, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases including, without limitation, a Subordination, Nondisturbance and Attornment Agreement in such form as may be required by Landlord’s mortgagee. Subject to Tenant’s receipt of the non-disturbance agreement(s) described above, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, 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 debt encumbering said Facility does not exceed case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the then appraised fair market value lessor under this Lease. If requested, Xxxxxx shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such beneficiary or successor-in-interest shall be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the express written consent of such Facility) on written request by Lessor beneficiary where such consent is required under applicable loan documents. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to timely do so, provided that such authorization shall in no way relieve Tenant from the holder obligation of executing such instruments of subordination or superiority. Tenant waives the provisions of any first mortgage current or proposed first mortgage on a Facilityfuture statute, be made subordinate rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and subject to such first mortgage or first lien, whether same be the obligations of the Tenant hereunder in the form event of any foreclosure proceeding or sale. Within ten (10) days following a mortgagerequest in writing by Landlord, deed Xxxxxx shall execute and deliver to secure debtLandlord any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deed of trust, or any similar method leasehold estates. Landlord shall obtain a Subordination, Non-disturbance and Attornment Agreement from the current lender of financing or refinancing, placed by Lessor against any the Project in substantially the form of Exhibit H as part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not Tenant Contingency requirement (as defined in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeSection 29.34 below).

Subordination. Lessee agrees that this (a) This Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value all rights of such Facility) on written request by Lessor or the holder of Tenant hereunder are subject and subordinate to any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, first mortgage or other first instrument of security (a "Mortgage"), and at Owner's option, this Lease and all rights of Tenant hereunder are subject and subordinate to any similar method junior deed of financing trust, junior mortgage or refinancingother junior instrument of security, placed by Lessor against as well as to any ground Lease or primary Lease (an "Underlying Lease") that now or hereafter covers all or any part of the Facility; and to all renewalsBuilding, modifications replacementsthe Land, consolidations and extensions thereof or any interest of Owner therein, and to any and all advances made thereunder on the security thereof, and the interest thereonto any and all increases, renewals, modifications, consolidations, replacements and extensions of any Mortgage or Underlying Lease. If Lessor This provision is not in default under the terms self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, upon written request by demand at any time or times execute, acknowledge and deliver to Owner or to the holder ("Holder") of any Mortgage, or lessor ("Lessor") in any Underlying Lease, Lessee any and all instruments and certificates that in the judgment of Owner, Holder or Lessor may be necessary or desirable to confirm or evidence such subordination. Not in limitation of the generality of the foregoing, Xxxxxx agrees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to an existing or future first mortgage or similar interest to secure financing such conditions as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested Holder may deem appropriate in its possession of discretion. Tenant further covenants and agrees upon demand by Holder or Lessor at any time, before or after the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice institution of any default by proceedings for foreclosure or sale pursuant to any Mortgage, or termination of any Underlying Lease, to attorn to the purchaser upon such foreclosure or sale or to Lessor upon such termination, and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with recognize such purchaser or Lessor as Owner under this Lease. Initialed for identification by: The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such foreclosure, sale or termination. Tenant, upon demand at any time or times, before or after any such foreclosure, sale or termination, shall execute, acknowledge and deliver to Holder or Lessor Lesseeany and all instruments that in the judgment of Holder or Lessor may be necessary or desirable to confirm or evidence such attornment and Tenant hereby irrevocably authorizes Holder or Lessor to execute, acknowledge and deliver any such instruments on Tenant's behalf.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all existing ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed Property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to such first mortgage all the terms and provisions thereof; provided, however, that notwithstanding anything to the contrary contained in this Lease, as a condition precedent to Tenant’s obligation to be bound by this Article 17, Landlord obtains from the lender or first lien, whether same be other party in the question a commercially reasonable form of a mortgagewritten non-disturbance agreement in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease, deed beyond all applicable notice and cure periods. Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to secure debtexecute, acknowledge and deliver upon request any and all commercially reasonable documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deed of trust, or leasehold estates. If Tenant receives a commercially reasonable non-disturbance agreement, Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within ten (10) business days after request execute such further commercially reasonable instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord’s default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or future first mortgage or similar interest deed of trust beneficiary whose address has been provided to secure financing Tenant. Without limiting the foregoing, Tenant hereby acknowledges and agrees that the form subordination, non-disturbance and attornment agreement attached as aforesaid; provided that Lessor Exhibit “F” hereto shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form be deemed commercially reasonable and substance reasonably satisfactory to Lessee, (i) recognizing the existence acceptable for purposes of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeArticle 17.

Subordination. Lessee agrees that this This Lease and Lessee’s interest herein all rights of Tenant hereunder shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of be and are subject and subordinate at all times to any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed deeds of trust, mortgages, installment sale agreements and other instruments or encumbrances, as well as to any similar method of financing ground leases or refinancingprimary leases, placed by Lessor against that now or hereafter cover all or any part of the Facility; and to all renewalsBuilding, modifications replacementsthe Land or an interest of Landlord therein, consolidations and extensions thereof and to any and all advances made thereunder on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any of such deeds of trust, mortgages, installment sale agreements, instruments, encumbrances or leases, as well as any substitutions therefor, all automatically and without the interest thereonnecessity of any further action on the part of Tenant to effectuate such subordination. Tenant shall, however, within five (5) business days execute, acknowledge and deliver to Landlord any and all instruments and certificates that in the reasonable judgment of Landlord may be necessary or proper to confirm or evidence such subordination. If Lessor Tenant does not respond within such five (5) business days, Tenant hereby appoints Landlord as its Attorney-in-Fact to execute any and all such documents on behalf of Tenant. Notwithstanding the foregoing, if any mortgagee, trust beneficiary or ground lessor shall elect to have this Lease treated as if it became effective and Tenant had taken possession prior to the lien of its mortgage or deed of trust or prior to its ground lease, and shall give notice thereof to Tenant, this Lease shall be deemed to have become effective and Tenant’s right to possession shall be considered prior to such mortgage, deed of trust, or prior to its ground lease whether this Lease is not dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any mortgage or deed of trust to which this Lease is subordinate is foreclosed or a deed in default lieu of foreclosure is given to the mortgagee or beneficiary, Tenant shall attorn to the purchaser at the foreclosure sale or to the grantee under the terms deed in lieu of foreclosure; in the event any ground lease to which this Lease is subordinate is terminated, Tenant shall attorn to the ground lessor. Tenant shall upon demand at any time execute, acknowledge and deliver to Xxxxxxxx’s mortgagee (including the beneficiary under any deed of trust) or other holder any and all instruments and certificates that in the judgment of Xxxxxxxx’s mortgagee may be necessary or proper to confirm or evidence such attornment. Notwithstanding anything to the contrary contained in this Section or the Lease, upon written request by Lessor, Lessee no mortgagee of the Building or Land shall subordinate this Lease be liable to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, Tenant: (i) recognizing for the existence return of this Lease or responsibility for the Security Deposit, unless and providing that so long as Lessee complies with the obligations imposed on it in this Lease and until such Security Deposit is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunderactually received by said mortgagee, (ii) agreeing to give Lessee notice for any act or omission of any default by Lessor and to give Lessee at least thirty prior landlord (30) days in which to cure Lessor’s default, and including Landlord); (iii) agreeing that casualty proceeds for any offsets, defenses or counterclaims which Tenant might have against any prior landlord (including Landlord); (iv) for any rent, Additional Rent or advance rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord); (v) with respect to the provisions of any amendment or modification of the Lease made without its consent and condemnation process shall be applied without written approval; or (vi) required to restore the Building, complete any improvements or otherwise perform the obligations of Landlord under the Lease in accordance with this Lease. Initialed for identification by: Lessor Lesseethe event of a foreclosure of the Deed of Trust or acceptance by such mortgagee of a deed in lieu of foreclosure, in either instances prior to full restoration of the Building or completion of any improvements.

Subordination. Lessee agrees that this Lease Until the Obligations and Lessee’s interest herein shall all other obligations of any nature or kind of the Company to Senior Creditor under the Purchase Agreement or any Transaction Agreement (so long as defined in the Purchase Agreement), whether now existing or hereafter arising, together with all costs of collection (including attorneys’ fees and court costs and expenses throughout all trial and appellate levels and all negotiations, mediations, arbitrations and bankruptcy proceedings) (collectively, the “Senior Debt”) are indefeasibly paid in full (hereinafter referred to as a “Discharge” or as the debt encumbering said Facility Senior Debt being “Discharged”), the Subordinated Creditor, on behalf of the Investors, does not exceed hereby subordinate: (i) any right to payment or distribution by or on behalf of the then appraised fair market value Company, directly or indirectly, of such Facility) on written request by Lessor or assets of the holder Company of any first mortgage kind or proposed first mortgage character for or on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part account of the FacilitySubordinated Debt; and to all renewals, modifications replacements, consolidations and extensions thereof and to (ii) any and all advances made thereunder security interests, liens, charges, encumbrances or other interests that the Subordinated Creditor or the Investors may have or obtain at any time in any assets of the Company to secure the Subordinated Debt (the “Existing Liens”), to the prior payment in full of the Senior Debt, and to Senior Creditor’s Security Interest in the Collateral, and the interest thereonSubordinated Creditor agrees, on behalf of itself and the Investors, that until such time as the Senior Debt has been Discharged, any and all Existing Liens shall be junior and subordinate to Senior Creditor’s Security Interest, and Senior Creditor’s Security Interest shall be first, senior and prior to each of the Existing Liens. If Lessor is not The priority specified in default under the terms preceding sentence shall be applicable irrespective of this Leasethe dates, upon written request by Lessortimes or order of attachment or perfection of the Existing Liens, Lessee shall subordinate this Lease the time or order of filing of any Existing Liens, the time or order of filing of any financing statements relating to an existing any of the Existing Liens, the time or future first mortgage order of obtaining control or similar interest possession, the giving or failure to secure financing as aforesaid; provided that Lessor shall deliver give notice of the acquisition or expected acquisition of any purchase money liens, the failure to Lessee from perfect or maintain the holder perfection or proposed holder priority of such mortgage Senior Creditor’s Security Interest or lien, an agreement, in form and substance reasonably satisfactory the failure of Senior Creditor to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed obtain control or molested in its possession of any Collateral. The Subordinated Creditor, on behalf of itself and the Facility or in Investors, to the full enjoyment of the rights granted Lessee hereunderfullest extent permitted by applicable law, (ii) agreeing waive as to give Lessee notice of Senior Creditor, any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultrequirement regarding, and (iii) agreeing agree not to demand, request, plead or otherwise claim the benefit of, any marshaling, appraisement, valuation or other similar right that casualty proceeds and condemnation process shall may otherwise be applied in accordance available to the Subordinated Creditor or the Investors under applicable law with this Lease. Initialed for identification by: Lessor Lesseerespect to any Collateral.

Subordination. Lessee agrees that this (a) This Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value all rights of such Facility) on written request by Lessor or the holder of Tenant hereunder are subject and subordinate to any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, first mortgage or other first instrument of security (a "Mortgage"), and at Owner's option, this Lease and all rights of Tenant hereunder are subject and subordinate to any similar method junior deed of financing trust, junior mortgage or refinancingother junior instrument of security, placed by Lessor against as well as to any ground Lease or primary Lease (an "Underlying Lease") that now or hereafter covers all or any part of the Facility; and to all renewalsBuilding, modifications replacementsthe Land, consolidations and extensions thereof or any interest of Owner therein, and to any and all advances made thereunder on the security thereof, and the interest thereonto any and all increases, renewals, modifications, consolidations, replacements and extensions of any Mortgage or Underlying Lease. If Lessor This provision is not in default under the terms self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, upon written request by demand at any time or times execute, acknowledge and deliver to Owner or to the holder ("Holder") of any Mortgage, or lessor ("Lessor") in any Underlying Lease, Lessee any and all instruments and certificates that in the judgment of Owner, Holder or Lessor may be necessary or desirable to confirm or evidence such subordination. Not in limitation of the generality of the foregoing, Tenaxx xxxees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to an existing or future first mortgage or similar interest to secure financing such conditions as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested Holder may deem appropriate in its possession of discretion. Tenant further covenants and agrees upon demand by Holder or Lessor at any time, before or after the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice institution of any default by proceedings for foreclosure or sale pursuant to any Mortgage, or termination of any Underlying Lease, to attorn to the purchaser upon such foreclosure or sale or to Lessor upon such termination, and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with recognize such purchaser or Lessor as Owner under this Lease. Initialed for identification by: The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such foreclosure, sale or termination. Tenant, upon demand at any time or times, before or after any such foreclosure, sale or termination, shall execute, acknowledge and deliver to Holder or Lessor Lesseeany and all instruments that in the judgment of Holder or Lessor may be necessary or desirable to confirm or evidence such attornment and Tenant hereby irrevocably authorizes Holder or Lessor to execute, acknowledge and deliver any such instruments on Tenant's behalf.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground leases of the debt encumbering said Facility does not exceed Project and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage mortgages or proposed first mortgage on a Facilitytrust deeds, be made subordinate and subject to such first mortgage now or first lienhereafter in force against the Project, whether same be in the form of a mortgageif any, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder and or hereafter to be made upon the interest thereon. If Lessor is not security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease, require in default under writing that this Lease be superior thereto; provided, however, that a condition precedent to the terms subordination of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any future ground or underlying lease or to the lien of any future mortgage or deed of trust is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the landlord or lender of such future instrument. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground 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 lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, or ground leases. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Within sixty (60) days after the execution of this Lease (or as aforesaid; provided that Lessor soon thereafter as reasonably possible), Landlord shall deliver to Lessee obtain a non-disturbance agreement from the holder or proposed holder of such any pre-existing mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing encumbering the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Building in the full enjoyment of the rights granted Lessee hereunderform attached hereto as Exhibit E, (ii) agreeing which Tenant agrees to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseepromptly execute.

Subordination. Lessee agrees that this Lease (a) This Lease, and Lessee’s interest herein any Option or right of first refusal granted hereby, at Xxxxxx's option, shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of be subordinate to any first mortgage or proposed first mortgage on a Facilityground lease, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing other hypothecation or refinancing, security now or hereafter placed by Lessor against any part of upon the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof Office Building Project and to any and all advances made thereunder on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Xxxxxx's right to quiet possession of the interest thereon. If Lessor Premises shall not be disturbed if Lessee is not in default under and so long as Lessee shall pay the terms rent and observe and perform all of the provisions of this Lease, upon written request by Lessor, Lessee shall subordinate unless this Lease is otherwise terminated pursuant to an existing its terms. If any mortgagee, trustee or future first mortgage ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or similar interest to secure financing as aforesaid; provided that Lessor ground lease, and shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory give written notice thereof to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease and is not in default hereunderor such Options are dated prior or subsequent to the date of said mortgage, neither Lessee nor its successors and assigns shall he disturbed deed of trust or molested in its possession ground lease or the date of recording thereof. (b) Xxxxxx agrees to execute any documents required to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice lien of any mortgage, deed of trust or ground lease, as the case may be. Xxxxxx's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Lessee hereunder without further notice to Lessor or, at Lessors option, Lessor shall execute such documents on behalf of Xxxxxx as Xxxxxx's attorne in-fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Xxxxxx's attomey-in-fact and in Xxxxxx's name, place and stead, to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied execute such documents in accordance with this Leaseparagraph 30(b). Initialed for identification by: Lessor Lessee31.

Subordination. Lessee agrees that this (a) This Lease is subject and Lessee’s interest herein shall subordinate to each mortgage (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facilitya "Superior Mortgage") on written request by Lessor and each underlying lease (a "Superior Lease") which may now or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, hereafter affect all or any similar method of financing or refinancing, placed by Lessor against any part portion of the FacilityProject or any interest therein; and to all renewalsprovided, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing in the existence case of the Indenture, the Superior Mortgagee under the Indenture, concurrently with the execution and delivery of this Lease by Landlord and providing that so long as Lessee complies with Tenant, shall have executed, acknowledged and delivered to Tenant the obligations imposed on it in non-disturbance and attornment agreement attached to this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunderas Exhibit M, (ii) agreeing in the case of the Ground Lease (if the Superior Lessor thereunder shall no longer be Landlord or an Affiliate of Landlord) or any other Superior Lease which may hereafter affect all or any portion of the Project or any interest therein, the Superior Lessor shall have executed, acknowledged and delivered a non-disturbance and attornment agreement containing the same substantive provisions as those set forth in the form attached to give Lessee notice of any default by this Lease as Exhibit M, modified as necessary to reflect that the party granting the non-disturbance is a Superior Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, rather than a Superior Mortgagee and (iii) agreeing that casualty proceeds in the case of any Superior Mortgage which may hereafter affect all or any portion of the Project or any interest therein, the Superior Mortgagee thereunder shall have executed, acknowledged and condemnation process delivered to Tenant a non-disturbance and attornment agreement containing the same substantive provisions as those set forth in the form attached to this Lease as Exhibit O. Notwithstanding anything contained in this Section 6.01(a) to the contrary, if any such Superior Lessor or Superior Mortgagee executes, acknowledges and delivers to Tenant a non-disturbance and attornment agreement in the form herein required, and Tenant either fails or refuses to execute and deliver such agreement within 20 days after delivery of such agreement to Tenant, then this Lease shall automatically and without further act be deemed to be subject and subordinate to such Superior Lease or Superior Mortgage, as the case may be, and such non-disturbance and attornment agreement shall then be deemed to be in effect with respect to such Superior Lease or Superior Mortgage, as the case may be. If the foregoing conditions are satisfied, Tenant shall execute, acknowledge and deliver such instrument as may be reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence the subordination described in this Section 6.01(a), but no such instrument shall be applied necessary to make such subordination effective. Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor (other than the Superior Lessor under the Ground Lease so long as such Superior Lessor is Landlord or an Affiliate of Landlord), provided such amendment shall not reduce or extend the Term, increase the Rent, reduce the area of the Premises, increase Tenant's obligations or decrease Tenant's rights under this Lease (other than to a de minimis extent) or decrease Landlord's obligations or increase Landlord's rights under this Lease (other than to a de minimis extent). Any dispute under the preceding sentence shall be determined by arbitration in accordance with Section 8.09. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any 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 requested, enter into a new lease on terms identical to those in this Lease). Initialed 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 identification by: Lessor Lesseeherein, but no such instrument shall be necessary to make such attornment effective. The lessor under a Superior Lease is called a "Superior Lessor" and the mortgagee under a Superior Mortgage is called a "Superior Mortgagee".

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall subordinate to ground and underlying leases, mortgages and deeds of trust (so long as collectively “Encumbrances”) which may now affect the debt encumbering said Facility does not exceed the then appraised fair market value Premises, to any covenants, conditions or restrictions of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facilityrecord, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacementsmodifications, consolidations consolidations, replacements and extensions thereof thereof; provided, however, if the holder or holders of any such Encumbrance (“Holder”) require that this Lease be prior and superior thereto, within seven (7) business days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or instruments, in commercially reasonable form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereonthereon and subject to all the terms and provisions thereof; provided only, that with respect to Encumbrances created after the Effective Date, in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust, Holder agrees to recognize Tenant’s rights under this Lease as long as Tenant is not then in default beyond applicable notice and cure period. Within seven (7) business days after Landlord’s written request, Tenant shall execute any commercially reasonable documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance. If Lessor Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so subordinated to such Encumbrance. Notwithstanding anything to the contrary in this Section 20.T, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance. Landlord represents that the Building is not in default under subject to any Encumbrance as of the terms Effective Date. Notwithstanding anything to the contrary herein, the subordination of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any future Encumbrance shall be conditioned upon the delivery from any such future lenders or future first mortgage ground lessors of the Premises of a written agreement in commercially reasonable form which provides that in the event of termination of any such lease or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from upon the holder or proposed holder foreclosure of any such mortgage or liendeed of trust, an agreement, in form and substance reasonably satisfactory Holder agrees to Lessee, (i) recognizing the existence of recognize Tenant’s rights under this Lease and providing that so as long as Lessee complies with the obligations imposed on it in this Lease and Tenant is not then in default hereunder, neither Lessee nor its successors beyond applicable notice and assigns shall he disturbed cure periods and containing such other provisions reasonably required by Landlord or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseesuch Holder.

Subordination. Lessee agrees Lender and Borrower acknowledge and agree that this Lease Mortgage is subject and Lessee’s interest herein shall (so long as subordinate in all respects to the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facilityliens, be made subordinate terms, covenants and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part conditions of the Facility; First Mortgage and to all renewalsadvances heretofore made or which may hereafter be made pursuant to the First Mortgage including all sums advanced for the purpose of (a) protecting or further securing the lien of the First Mortgage, modifications replacementscuring defaults by the Borrower under the First Mortgage, consolidations or for any other purpose expressly permitted by the First Mortgage or (b) constructing, renovation, repairing, furnishing, fixturing or equipping the Property. The terms and extensions thereof provisions of the First Mortgage are paramount and controlling, and they supersede and any other terms and provisions hereof in conflict therewith. In the event of a foreclosure or deed in lieu of foreclosure of the First Mortgage, any provisions herein or any provisions in any other collateral agreement restricting the use of the Property to any low or moderate income households or otherwise restricting the Borrower’s ability to sell the Property shall have no further force or effect on subsequent owners or purchasers of the Property. Any person, including his successors or assigns (other than the Borrower or a related entity of the Borrower), receiving title to the Property through a foreclosure or deed in lieu of foreclosure of the First Mortgage shall receive title to the Property free and all advances made thereunder and clear from such restriction. Further, if the interest thereon. If Lessor is mortgagee of the First Mortgage acquires title to the Property pursuant to a deed in lieu of foreclosure, the lien of this Mortgage shall terminate at the discretion of the Mortgagee upon the mortgagee of the First Mortgage’s acquisition of title; such termination will not in be unreasonably withheld provided that (i) the Mortgagee has been given written notice of a default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunderFirst Mortgage, (ii) agreeing the Mortgage shall not have cured the default under the First Mortgage within the 30-day period provided in such notice sent to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultthe Mortgagee, and (iii) agreeing that casualty proceeds there is not sufficient equity in the Property to satisfy the senior lien (assuming reasonable costs) and condemnation process shall be applied in accordance with the lien of this Lease. Initialed for identification by: Lessor Lesseeloan.

Subordination. Lessee agrees that This Lease shall be subject and subordinate to any mortgage (and to any amendments, extensions, increases, refinancing or restructurings thereof) of the Premises, whether such mortgage is recorded prior or subsequent to the date of this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility(i) on written request by Lessor or either the holder of any first such mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be agrees in the form of a mortgage, deed to secure debt, deed of trustwriting, or any similar method of financing or refinancingthe subject mortgage expressly provides, placed by Lessor against any part of the Facility; and to all renewalsthat, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor for so long as Tenant is not in default under this Lease after the terms expiration of any applicable notice and cure periods, such mortgagee and, its successors, assigns and nominees, will not, in foreclosing against or taking possession of the Premises or otherwise taking title to the Premises by acceptance of a deed or assignment in lieu of foreclosure or otherwise exercising its rights under such mortgage, disturb Tenant's possession of the Premises and that, upon the occurrence of any such event, such mortgagee agrees, subject to Section 17.2 hereof, to be prospectively bound to Tenant as Landlord under all of the terms, conditions and covenants of the Lease, and Tenant shall agree to attorn to such mortgagee and to recognize such mortgagee as the Landlord under this Lease. Tenant hereby agrees to execute, acknowledge, and deliver in recordable form such instruments evidencing this subordination and attornment as Landlord or any such mortgagee may from time to time reasonably require. However, in confirmation of such subordination, Tenant shall execute, acknowledge and deliver any instrument that Landlord or the lessor, mortgagee or beneficiary under any of the Superior Leases and Mortgages may reasonably request, within ten (10) days a reasonable time after request (Each of these lessors, mortgagees or beneficiaries is called a "Landlord's Mortgagee.") However, if Landlord, Landlord's Mortgagee or any other successor to Landlord elects in writing, this Lease shall be deemed superior to the Superior Leases and Mortgages specified, regardless of the date of recording, and Tenant will execute an agreement confirming this election on request. Subject to the first sentence of this Section 17.1, Landlord's Mortgagee or its successor or any successor to Landlord succeeds to Landlord's interests under this Lease, upon written request by Lessorwhether voluntarily or involuntarily, Lessee the Tenant shall subordinate this Lease attorn to an existing or future first mortgage or similar interest to secure financing such person and recognize such person as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with Landlord under this Lease. Initialed for identification by: Lessor Lessee.

Subordination. Lessee agrees that this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of This lease, at LESSOR'S option, will be subordinate to any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, security now or any similar method of financing or refinancing, later placed by Lessor against any part of on the Facility; property and to all advances made on the security and Io all renewals, modifications modifications, consolidations, replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereonextensions. If Lessor any mortgagee, trustee, or ground LESSOR elects to have this lease be prior to the lien of its security, and gives written notice to LESSEE, this lease will be deemed prior to said security, whether dated before or after the date of the recording date of the security. LESSEE agrees to execute any required documents, and LESSEE irrevocably appoints LESSOR as LESSEE'S attorney-in-fact to do so if LESSEE fails to do so within ten (10) days after written demand. So long as LESSEE is not in default under in the terms payment of any rent or in the performance of any of the terms, covenants or conditions of this Lease, upon written request LESSEE'S rights to quiet enjoyment shall not be terminated or interfered with by LessorLESSOR or anyone claiming by, Lessee shall subordinate this Lease to an existing through or future first under LESSOR, whether by mortgage or similar interest otherwise. The descriptive headings in this agreement are inserted for convenience in reference only and do not constitute a part of this agreement. BROKER LESSOR and LESSEE certify that X.X. Xxxx Associates, Inc. is the broker for this lease. LESSOR shall pay to secure financing as aforesaid; provided that Lessor shall deliver X.X. Xxxx Associates, Inc. a commission of 6% of the rent on the original term of the Lease and any renewals for any and all modifications or extensions of this lease and for a sales commission of 6% in the event the property is purchased by LESSEE, its parent or affiliated companies, successors or assigns. LESSOR hereby indemnifies LESSEE from any obligation to Lessee from pay or claim of nonpayment of said commissions throughout the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence term of this Lease and providing that so long as Lessee complies with any extensions or renewals thereof. It is the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession intention of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing parties hereto to give Lessee notice of any default by Lessor be legally bound hereby and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process this lease shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseebinding upon the said parties hereto, their respective heirs, executors, administrators, successors, and/or assigns.

Subordination. Lessee agrees that this Lease This Agreement and Lessee’s interest herein any option or right of first refusal granted hereunder, at SpectraSite's option, shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of be subordinate to any first mortgage or proposed first mortgage on a Facilityground lease, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, trust or any similar method of financing other encumbrance now or refinancing, hereafter placed by Lessor against any part of upon the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof Premises and to any and all advances made thereunder on the security thereof and the interest thereonto all renewals, modifications, consolidations, replacements and extensions thereof. If Lessor any ground lessor, mortgagee, beneficiary or other lienholder shall elect to have this Agreement and any such option or right of first refusal prior to the lien of the ground lease, mortgage, deed of trust or other encumbrance, and shall give written notice thereof to Airadigm, this lease and such option or right of first refusal shall be deemed to be prior to such ground lease, mortgage, deed of trust or other encumbrance, whether this Agreement or such option or right of first refusal is dated prior or subsequent to the date of such ground Agreement, mortgage, deed of trust or other encumbrance or the date of the recording thereof. Airadigm agrees to execute any documents required to effect an attornment or subordination or to make this Agreement and such option or right of first refusal prior to the lien of any ground Agreement, mortgage, deed of trust or other encumbrance. Airadigm's failure to execute any such documents within ten (10) days after written demand shall constitute a material default by Airadigm hereunder, or, at SpectraSite's option, SpectraSite shall execute any such documents on behalf of Airadigm as Airadigm's attorney-in-fact. Airadigm hereby makes, constitutes and irrevocably appoints SpectraSite as Airadigm's attorney-in-fact to execute any such documents in Airadigm's name, place and stead. SpectraSite shall use reasonable efforts to obtain a non-disturbance and attornment agreement from the holder of any such instrument which shall provide in pertinent part that said entity shall agree to be bound by the terms of this Master Lease and Airadigm's use and occupancy of the Premises shall not be disturbed unless Airadigm is then in default under the terms terms, covenants and conditions of this Lease, upon written request by Lessor, Lessee shall subordinate this Master Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of beyond any default by Lessor and to give Lessee at least thirty (30) days in which to applicable cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeperiod.

Subordination. Lessee agrees that Notwithstanding any provision of this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, Agreement or any similar method of financing or refinancing, placed by Lessor against any part of other Financing Document to the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lesseecontrary, (i) recognizing the existence security interests created and granted hereby are subject to, subordinate and inferior to the security interests created by the First Lien Partnership Interest Pledge Agreement, in accordance with, and all rights, powers and remedies granted to the OPMW Administrative Agent thereunder, are subject in all respects to the terms and conditions of the Intercreditor Agreement, including restrictions on the right of the OPNY Administrative Agent to give notices, exercise power of attorney rights, direct or receive payments, hold, control or receive delivery of any Assignment Collateral or other possessory collateral or to exercise powers or remedies and to apply proceeds of Collateral; provided, that if and to the extent the Intercreditor Agreement is amended, supplemented or modified at any time from time to time and such amendment, supplement or modification could reasonably be expected to have any adverse effect on the Pledgor's rights, duties or obligations hereunder or under any other Financing Document, such amendment, supplement or modification shall not be effective as to the Pledgor without the Pledgor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or delayed) that such amendment, modification or supplement shall be effective for purposes of this Lease Agreement and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunderother Financing Documents, (ii) agreeing the OPMW Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Pledgor shall not have any duty and obligation with respect to give Lessee notice the perfection or priority of any default by Lessor the security interest granted hereunder in and to give Lessee at least thirty any of the Collateral (30and no Default or Event of Default shall result or occur) days to the extent (a) such Collateral is in which the possession or control of the OPNY Administrative Agent, (b) such Collateral is not transferred by the OPNY Administrative Agent to cure Lessor’s defaultthe OPMW Administrative Agent as required pursuant to the Intercreditor Agreement, (c) such perfection or priority requires any consent, approval or other action of the OPNY Administrative Agent, or (d) the OPNY Administrative Agent then maintains a perfected, first priority security interest in and to Collateral and (iii) agreeing that casualty proceeds no obligations contained in this Agreement shall require the Pledgor to take or omit to take any action inconsistent with the terms and condemnation process conditions of the OPNY Deposit Account Agreement and/or the Holdco Deposit Account Agreement and no Default or Event of Default shall be applied in accordance with this Leasearise or result from the taking or omitting of such action. Initialed for identification by: Lessor Lessee[Remainder of page intentionally left blank]

Subordination. Lessee agrees The indebtedness of the Company evidenced by this Agreement and the Notes, including the principal and interest, shall be subordinated and junior in right of payment to the holders of the Senior Indebtedness. In the event that this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be default occurs in the form payment of a mortgageprincipal, deed to secure debt, deed of trustinterest, or premium, if any, on any similar method of financing or refinancingSenior Indebtedness and, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lesseea result thereof, (i) recognizing the existence of this Lease and providing that so long as Lessee complies a judicial proceeding shall have been instituted with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed respect to such defaulted payment or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing the Holders of the Senior Indebtedness can accelerate the Senior Indebtedness and such default is continuing, then no payment shall be made by the Company to give Lessee notice the Holders on account of the principal or interest, if any, on the Notes. In the event of any default insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or any liquidation or winding up of, or relating to, the Company, whether voluntary or involuntary, all Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the Notes. In the event of any such proceedings, after payment in full of all sums owing on the Senior Indebtedness, the Holders of the Notes shall be entitled to be paid from the remaining assets of the Company the unpaid principal and interest, if any, on the Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Notes. Subject to the payment in full of the Senior Indebtedness, the Holders of the Notes shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payment or distributions of cash, property or other securities of the Company applicable to the Senior Indebtedness until all amounts on the Notes have been paid in full. The indebtedness of the Company evidenced by Lessor this Agreement and the Notes, including the principal and interest, shall be senior in right of payment to give Lessee at least thirty (30) days any TRUPS Obligations, unless otherwise expressly provided in which to cure Lessor’s defaultthe instrument creating or evidencing such TRUPS Obligation. The provisions of this paragraph are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and (iii) agreeing that casualty proceeds the holders of the Senior Indebtedness, on the other hand, and condemnation process nothing herein shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeimpair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on the Notes.

Subordination. Lessee agrees that this This Lease shall be subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground or underlying leases of the debt encumbering said Facility does not exceed Buildings or Project and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, trust deed to secure debt, deed of trust, or other encumbrances now or hereafter in force against the Building or Project or any similar method of financing or refinancingpart thereof, placed by Lessor against any part of the Facility; if any, and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder 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 (collectively, "Lenders"), require in writing that this Lease be superior thereto. Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s) (the "Nondisturbance Agreement") in favor of Tenant from any Lenders who come into existence following the date hereof but prior to the expiration of the Lease Term shall be in consideration of, and a condition precedent to, Tenant's agreement to be bound by the interest thereonterms and conditions of this Article 18. If Lessor Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever (except for any rights to rent abatement and rights to offset rent expressly set forth in this Lease), to the Lender upon any such foreclosure sale or deed in lieu thereof, if so requested to do so by such Lender, and to recognize such Lender as the lessor under this Lease, provided such Lender shall agree to accept this Lease (including, without limitation, Landlord’s obligations to fund the Tenant Improvement Allowance in accordance with the Tenant Work Letter, or in the alternative, and notwithstanding anything herein to the contrary, the recognition of Tenant’s right to offset rent for Landlord’s failure to pay the Tenant Improvement Allowance as provided in the Tenant Work Letter) and not disturb Tenant's occupancy, so long as Tenant is not in default under the terms this Lease beyond applicable notice and cure periods. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of this Lease, upon written request by LessorLandlord, Lessee shall subordinate execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to an existing any such mortgages, trust deeds, ground leases or underlying leases. Subject to Tenant's receipt of the Nondisturbance Agreement described herein, Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default foreclosure proceeding or sale. Any Nondisturbance Agreement provided by Lessor and to give Lessee at least thirty (30) days a Lender for construction financing following the termination of Landlord's existing loan shall also be substantially in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseethe form of Exhibit H-2 attached hereto.

Subordination. Lessee Payee understands and agrees that all amounts payable under this Lease Note, whether for principal, interest or expenses, and Lessee’s the enforcement of Payee's rights in respect thereof, shall be subordinate and junior to all Senior Indebtedness (as defined below). If any default occurs in the payment of the principal of or premium or interest herein shall on any Senior Indebtedness (so long whether as a result of the debt encumbering said Facility does not exceed acceleration thereof by the holder of any Senior Indebtedness or otherwise) (a “Payment Default”), then appraised fair market value during the continuance of such Facilitydefault and until such payment has been made or such default has been cured or waived in writing by the holder of the Senior Indebtedness, no payment of principal or interest or other amount on this Note shall be made by Maker or accepted by Payee and Payee shall not demand or exercise remedies to enforce or collect such amounts (but may accelerate this Note as provided in clauses (b) through (d) of Section 5 of this Note). In addition, no payment of principal or interest or other amount on this Note shall be made by Maker or accepted by Payee and Payee shall not demand or exercise remedies to enforce or collect such amount if the following three conditions shall exist: (i) any default other than a Payment Default occurs on any Senior Indebtedness, (ii) Payee has received written request by Lessor notice (“Default Notice”) of such default from Maker or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, Senior Indebtedness and (iii) agreeing such default shall not have been cured by Maker or waived in writing by the holder of the Senior Indebtedness and less than 180 days shall have elapsed after the date of receipt by Payee of the Default Notice; provided, however, that casualty proceeds nothing in this sentence shall affect the ability of Payee to accelerate this Note as provided in clauses (b) through (d) of Section 5 of this Note). The term “Senior Indebtedness” shall mean money borrowed (including without limitation all principal, interest (whether or not allowed in a proceeding), fees and condemnation process all other amounts owing in connection therewith) from, or otherwise represented by notes payable to, a bank or other financial institution or institution in the business of lending money which is secured in whole or in part by any assets or property of Maker and/or any of its direct or indirect subsidiaries. Any payments received by Payee in violation of the foregoing provisions shall be applied deemed to be held in trust by Payee for the benefit of the applicable payee of the Senior Indebtedness. Payee agrees, at the request of any payee of Senior Indebtedness, to execute such additional documents and instruments which any payee of Senior Indebtedness may reasonably request to carry out the foregoing and other customary subordination provisions. Except as set forth in the Escrow Agreement (as defined in the Agreement) and Section 6(a) hereof, nothing contained in this Section 4 or elsewhere in this Note is intended to or shall impair as between Maker, its creditors other than the holders of Senior Indebtedness, and Payee, the obligation of Maker, which is unconditional and absolute, to pay to Payee the principal of and interest on this Note as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of Payee and the creditors of Maker other than the holders of Senior Indebtedness, nor shall anything herein prevent Payee from exercising all remedies otherwise permitted by applicable law upon the occurrence of an Event of Default under this LeaseNote, subject to the rights, if any, under this Section 4 of the holders of Senior Indebtedness in respect of cash or other property of Maker received upon the exercise of any such remedy. Initialed for identification by: Lessor LesseePayee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. In the event that Maker fails to make a payment on account of principal of or interest on or other amounts due in respect of this Note by reason of any provision of this Section 4, such failure shall constitute an Event of Default hereunder, and the fact that such failure resulted from the application of this Section 4 shall not be construed as preventing the occurrence of, or mitigating, such Event of Default.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground or underlying leases of the debt encumbering said Facility does not exceed Real Property and to the then appraised fair market value lien of any mortgages or deeds of trust, now or hereafter in force against the Real Property and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such Facility) on written request by Lessor mortgages or trust deeds, unless the holder holders of any first mortgage such mortgages or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto; provided, however, that the subordination of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first any mortgage or similar interest deed of trust or any ground or underlying lease is subject to secure financing as aforesaid; provided that Lessor shall deliver to Lessee Tenant's receipt of a commercially reasonable non-disturbance agreement from the holder or proposed holder of such mortgage or liendeed of trust or such ground or underlying lease. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, an agreementor if any ground or underlying lease is terminated, in form 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 substance reasonably satisfactory to Lesseerecognize such purchaser or lessor as the lessor under this Lease, (i) recognizing provided that such purchaser or lessor agrees that Tenant's use and possession of the existence Premises pursuant to the terms of this Lease and providing that shall not be disturbed so long as Lessee complies with there is no continuing Event of Default. Tenant shall, within fifteen (15) Business Days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the obligations imposed on it in subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. So long as Tenant's right to quiet enjoyment of the Premises is not disturbed, Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession the obligations of the Facility or Tenant hereunder in the full enjoyment event of any foreclosure proceeding or sale. Landlord shall provide to Tenant a commercially reasonable non-disturbance agreement from the holder of the rights granted Lessee hereunderexisting deed of trust on the Real Property prior to execution of this Lease by both parties hereto, provided that Tenant executes such subordination, non-disturbance and attornment agreement (ii"SNDA") agreeing as may be required by such lender in form reasonably acceptable to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeTenant.

Subordination. Lessee Tenant agrees that to subordinate this Lease and Lessee’s interest herein shall (so long as to the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar mortgages now or hereafter placed upon Landlord's interest to secure financing as aforesaidin the Premises; provided provided, however, that Lessor Landlord, at its expense, shall deliver to Lessee procure from the holder or proposed holder of any such mortgage or lien, mortgagee an agreement, in writing, in form and substance reasonably satisfactory acceptable to LesseeTenant, providing in substance that (ia) recognizing the existence of this Lease and providing that so long as Lessee complies with Tenant substantially performs the obligations imposed on it in upon Tenant hereunder within the applicable grace or cure period, its tenancy will not be disturbed, nor its rights under this Lease affected by, any default under such mortgage nor shall Tenant be named as a defendant in any foreclosure proceeding, and is not (b) in default hereunderthe event of any foreclosure under any such mortgage or deed of trust, neither Lessee nor or a granting of a deed in lieu thereof, any such mortgagee or purchaser of Landlord's interests through foreclosure sale or deed in lieu thereof shall permit the insurance proceeds and condemnation awards to be used for any restoration and repair required under ARTICLES XV and XVI hereof. Landlord, at its successors and assigns expense, shall he disturbed or molested in its possession procure such executed agreement from any existing mortgagee of the Facility Premises on or before the Date of Occupancy. Tenant shall in the event of the sale or assignment of Landlord's interest in the Premises, or in the full enjoyment event of any proceedings brought for the foreclosure of, or in the event of the rights granted Lessee hereunderexercise of the power of sale under, (ii) agreeing to give Lessee notice of any default by Lessor mortgage covering the Premises and to give Lessee at least thirty which this Lease is subordinated as required herein, attorn to and recognize such mortgagee (30or the purchaser of such mortgagee's interest) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with as Landlord under this Lease. Initialed for identification by: Lessor LesseeTenant shall, following receipt of written request therefor, execute all reasonable documents necessary to evidence such attornment, provided that (a) such documents are in a form and substance reasonably acceptable to Tenant and (b) Tenant has received the nondisturbance-agreement required above and there exists no default thereunder by such mortgagee (or the purchaser of such mortgagee's interest).

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, or deed of trusttrust encumbrance or encumbrances, which may now or any similar method hereafter affect the real property of financing or refinancingwhich the Premises form a part, placed by Lessor against any part of the Facility; and to all renewals, modifications replacementsmodifications, consolidations consolidations, replacements and extensions thereof thereof. The only mortgage or deed of trust currently encumbering such real property is held by Prudential Life Insurance Company of America ("Prudential"). Landlord agrees to use reasonable efforts to obtain a Subordination Non-Disturbance and Attornment Agreement from Prudential within thirty (30) days of the date hereof. Within ten (10) business days after request by Landlord, the Tenant will execute such instruments in recordable form as may reasonably be requested by Landlord to evidence the subordination of this Lease to any and all advances made thereunder and present or future mortgage or deed of trust encumbrance affecting the interest thereonBuilding. If Lessor is not in default Notwithstanding the foregoing, the subordination under the terms of this Lease, upon written request by Lessor, Lessee Section 22 to a new deed of trust or mortgage shall subordinate this Lease be subject to an the holder of record of any existing or future first mortgage mortgages or similar interest deeds of trust, entering into an agreement with Tenant, in substance reasonably satisfactory to secure financing Tenant and the holder, by the terms of which such holder will agree to (a) recognize the rights of Tenant under this Lease, (b) perform Landlord's obligations hereunder arising after the date of such holder's acquisition of title to the Property, and (c) not disturb Tenant's possession of the Premises and to accept Tenant as aforesaid; provided that Lessor shall deliver tenant under the terms and conditions of this Lease in the event of acquisition of title by such holder through foreclosure proceedings or otherwise, and Tenant will agree to Lessee from recognize the holder or proposed holder of such mortgage or lienas landlord in such event, an agreement, in form which agreement shall be made expressly to bind and substance reasonably satisfactory enure to Lessee, (i) recognizing the existence benefit of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment Tenant and of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultsuch holder, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeupon anyone purchasing the Building at any foreclosure sale.

Subordination. Lessee agrees that this This Lease shall be subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground or underlying leases of the debt encumbering said Facility does not exceed Building or Project and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage mortgage, trust deed or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage other encumbrances now or first lien, whether same be hereafter in force against Landlord's interest in the form of a mortgage, deed to secure debt, deed of trust, Building or Project or any similar method of financing or refinancingpart thereof, placed by Lessor against any part of the Facility; if any, and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder 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 interest thereon. If Lessor event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is not 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 default 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 the terms of this Lease, upon written request by Lessorprovided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, Lessee shall subordinate so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to an existing be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary (or as may be customarily required generally by lienholders or lessors) to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future first statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord agrees to provide Tenant with commercially reasonable non-disturbance agreement(s) relating to all of Tenant's interest in the Project, this Lease and its rights hereunder in favor of Tenant from any ground lessors, mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder holders and deed of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the trust beneficiaries of Landlord who come into existence at any time after execution of this Lease and providing that so long prior to expiration of the Lease Term, in consideration of, and as Lessee complies with the obligations imposed on it a condition precedent to, Tenant's agreement to subordinate its interest in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lessee.

Subordination. Lessee Tenant agrees that this Lease and Lesseethe rights of Tenant hereunder shall be subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, “Security Documents”) which now or hereafter constitute a lien upon or affect the Property, 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 subordinate or cause to be subordinated any such Security Documents to this Lease and in such case, in the event of the termination or transfer of Landlord’s estate or interest herein shall (so long as in the debt encumbering said Facility does not exceed Property by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the then appraised fair market value Tenant of the successor in interest to Landlord at the option of such Facilitysuccessor in interest. Furthermore, Tenant shall within fifteen (15) on written request days of demand therefor execute any instruments or other documents which may be required by Lessor Landlord or the holder of any first mortgage Security Document to evidence such attornment and specifically shall execute, acknowledge and deliver within fifteen (15) days of demand therefor a subordination of lease or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form subordination of a mortgage, deed to secure debt, deed of trust, in the form customarily employed by such holder requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. This Lease shall survive any foreclosure of any mortgage, transfer of the Premises, including foreclosure of any lien or any similar method mortgage of financing Landlord, its successors, assigns and transferees, or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder other parties that may have an interest in the Premises. Notwithstanding anything to the contrary contained in this Section 14.01, the subordination of this Lease to any present or future Security Documents shall be conditioned upon the holder of such Security Document agreeing in writing that Tenant’s use and occupancy of the interest thereon. If Lessor Premises and other rights under this Lease shall not be disturbed or abridged, nor its obligations expanded by reason of the foreclosure of such Security Document, and Tenant’s rights and obligations hereunder shall be recognized and observed, so long as Tenant is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from after the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice giving of any default by Lessor required notice and to give Lessee at least thirty (30) days in which to the expiration of any applicable cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeperiod.

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

Subordination. Lessee agrees that this Lease The payment of the principal of, and Lessee’s interest herein shall (so long as on, the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor Loan or the holder of Note and any first mortgage amendments or proposed first mortgage on a Facilityreplacements thereof and any other security interest, be made subordinate and subject to such first mortgage or first lien, whether same be in claim or right now or hereafter asserted by the form of a mortgage, deed Lender with respect to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part the indebtedness of the Facility; Company to the Lender created hereunder, shall be subject, junior and subordinate, in all respects, to all renewalsthe prior payment in full of Senior Debt (as hereinafter defined) of the Company, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Leasesecurity interest, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, claim or right now or hereafter asserted by Senior Debtholders (ias hereinafter defined) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its or their successors and assigns with respect to such Senior Debt or with respect to any collateral therefor. The Lender further agrees that upon the occurrence of a default or event of default (as such terms are defined in the Senior Debt Documents (a "SENIOR DEBT DEFAULT") and without notice of such Senior Debt Default to the Lender, (x) the Senior Debtholders, or their respective successors or assigns, are entitled to be paid all Senior Debt before the Lender is entitled to receive any payments in respect of this Agreement or the Note, (y) the Company may not make any payments to the Lender or with respect to this Agreement or the Note until such payment of all outstanding Senior Debt to the Senior Debtholders has been made in full in cash and (z) for a period not to exceed one hundred eighty (180) days following such Senior Debt Default the Lender may not pursue any enforcement action against the Company. Any payments made to the Lender in violation of this Section 1.7 shall he disturbed or molested be held in its possession trust for the benefit of the Facility Senior Debtholders (or their respective successors or assigns) and turned over upon the demand of the Senior Debtholders. Notwithstanding the foregoing, in the full enjoyment absence of a Senior Debt Default, the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process Company shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseepermitted to pay interest on and principal of

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem reasonably necessary for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such first mortgage lender or first lienother party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, whether same be in within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord's default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees that this This Lease shall be subject and Lessee’s interest herein shall (so long as subordinate to all present and future ground or underlying leases of the debt encumbering said Facility does not exceed Building or Project and to the then appraised fair market value of such Facility) on written request by Lessor or the holder lien of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, trust deed to secure debt, deed of trust, or other encumbrances now or hereafter in force against the Building or Project or any similar method of financing or refinancingpart thereof, placed by Lessor against any part of the Facility; if any, and to all renewals, modifications replacementsextensions, modifications, consolidations and extensions thereof replacements thereof, and to any and all advances made thereunder 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 (collectively, the "Superior Holders"); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any mortgage, trust deed or other encumbrances shall be the interest thereon. If Lessor receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form and with terms and conditions consistent with similar agreements then being provided to tenants of comparable space to the Premises in First Class Life Science Projects, which requires such Superior Holder to accept this lease, and not to disturb tenant’s possession, so long as Tenant is not in default beyond applicable notice and cure periods (a "SNDAA"). Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree (in a written document signed by such lienholder or purchaser or ground lessor) to accept this Lease and not disturb Tenant's occupancy, so long as Tenant is not in default beyond applicable notice and cure periods. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the terms subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Conversely, at Tenant's request, Landlord shall diligently seek an SNDAA from its Superior Holders and, by execution of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease Tenant requests Landlord to an do so with respect to any existing or future first mortgage or similar interest to secure financing Superior Holders as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment date of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeTenant’s failure to timely execute, acknowledge and deliver a SNDAA or other instrument requested by Landlord under this Article 18 shall not

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall subordinate to mortgages and deeds of trust (so long as collectively "Encumbrances") which may now affect the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor Building or the holder of any first mortgage or proposed first mortgage on a FacilityProject, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; CC&Rs and to all renewals, modifications replacementsmodifications, consolidations consolidations, replacements and extensions thereof thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease be prior and superior thereto, Tenant shall, within seven (7) days after written request from Landlord, execute, have acknowledged and deliver any and all reasonable documents or instruments, which Landlord or Holder deems necessary or desirable for such purposes. In the event that the deed of trust which currently encumbers the Project ("Existing Deed of Trust") is not fully reconveyed by the beneficiary thereunder within one hundred twenty (120) days after the latest date of execution of this Lease by either Landlord or Tenant, then Landlord shall exercise commercially reasonable efforts to obtain, within thirty (30) days after the expiration of the aforesaid one hundred twenty (120) period, from the beneficiary under the Existing Deed of Trust a non-disturbance agreement in favor of Tenant on such beneficiary's standard subordination, non-disturbance and attornment agreement form. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which may hereafter be executed covering the Building or the Project or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon. If Lessor thereon and subject to all the terms and provisions thereof; provided only, that upon the foreclosure of any such Encumbrances so long as Tenant is not in default default, Holder agrees to recognize Tenant's rights under this Lease as long as Tenant shall pay the terms Rent and observe and perform all the provisions of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or future first mortgage or similar interest the Holder to secure financing as aforesaid; make this Lease subordinate to any lien of the Encumbrance provided that Lessor Holder agrees in writing to recognize Tenant's rights under this Lease as long as Tenant shall deliver to Lessee from pay the holder or proposed holder of such mortgage or lien, an agreement, in form Rent and substance reasonably satisfactory to Lessee, (i) recognizing observe and perform all the existence provisions of this Lease to be observed and providing performed by Tenant. If Tenant fails to do so, it shall be deemed that this Lease is subordinated. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Building or the Project at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance, provided that Holder agrees to recognize Tenant's rights under this Lease so long as Lessee complies with the obligations imposed on it in this Lease and Tenant is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lessee.

Subordination. Lessee agrees that Notwithstanding any provision of this Lease and Lessee’s interest herein shall (so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, Agreement or any similar method of financing or refinancing, placed by Lessor against any part of other Financing Document to the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lesseecontrary, (i) recognizing the existence security interests created and granted hereby are subject to, subordinate and inferior to the security interests created by the First Lien Twelvepole Security Agreement, in accordance with, and all rights, powers and remedies granted to, the OPMW Administrative Agent thereunder, are subject in all respects to the terms and conditions of the Intercreditor Agreement, including restrictions on the right of the OPNY Administrative Agent to give notices, exercise power of attorney rights direct or receive payments, hold, control or receive delivery of any Assignment Collateral or other possessory collateral or to exercise powers or remedies and to apply proceeds of Collateral; provided, that if and to the extent the Intercreditor Agreement is amended, supplemented or modified at any time from time to time and such amendment, supplement or modification could reasonably be expected to have any adverse effect on the Grantor's rights, duties or obligations hereunder or under any other Financing Document, such amendment, supplement or modification shall not be effective as to the Grantor without the Grantor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or delayed) that such amendment, modification or supplement shall be effective for purposes of this Lease Agreement and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment of the rights granted Lessee hereunderother Financing Documents, (ii) agreeing the OPNY Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Pledgor shall not have any duty and obligation with respect to give Lessee notice the perfection or priority of any default by Lessor the security interest granted hereunder in and to give Lessee at least thirty any of the Collateral (30and no Default or Event of Default shall result or occur) days to the extent (a) such Collateral is in which the possession or control of the OPMW Administrative Agent, (b) such collateral is not transferred by the OPMW Administrative Agent to cure Lessor’s defaultthe OPNY Administrative Agent as required pursuant to the Intercreditor Agreement, (c) such perfection or priority requires any consent, approval or other action of the OPMW Administrative Agent, or (d) the OPMW Administrative Agent then maintains a perfected, second priority security interest in and to the Collateral and (iii) agreeing that casualty proceeds no obligations contained in this Agreement shall require the Grantor to take or omit to take any action inconsistent with the terms and condemnation process conditions of the OPMW Deposit Account Agreement and/or the Holdco Deposit Account Agreement and no Default or Event of Default shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseearise or result from the taking or omitting of such action.

Subordination. Lessee agrees that this This Lease is and Lessee’s interest shall be subject, subordinate and postponed to all mortgages, including any debentures and any deeds of trust and mortgages securing bonds and all indentures supplemental thereto (herein shall (so long as collectively called the debt encumbering said Facility does not exceed "Mortgages") which may now or hereafter charge the then appraised fair market value of such Facility) on written request by Lessor Land, the Building or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; Premises and to all renewals, modifications replacementsmodifications, consolidations consolidations, replacements and extensions of the Mortgages, to the intent that, without execution of any document other than this Lease, the Mortgages and all renewals, modifications, consolidations, replacements and extensions thereof shall have priority over this Lease notwithstanding the respective dates of execution or registration thereof. Without limiting the generality of the foregoing, the Tenant agrees to execute promptly any document in confirmation of such subordination, postponement and priority which the Landlord may request and the Tenant hereby irrevocably constitutes and appoints the Landlord the agent and attorney of the Tenant for the purpose of executing any such document and of making application in the name of the Tenant at any time and from time to time to register postponements of this Lease in favour of any of the Mortgages or any renewal, modification, consolidation, replacement or extension of any of the Mortgages in order to give effect to the foregoing provisions of this paragraph. Provided however, the subordination and postponement of this Lease to any of the Mortgages shall not be effective with respect to a specific Mortgage unless and all advances made thereunder and until the interest thereon. If Lessor is Landlord's Mortgagee holding such Mortgage shall confirm in writing to the Tenant that the Tenant shall have the right, if not in default under this Lease, to remain in possession of the Premises in accordance with the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or in the full enjoyment event such Landlord's Mortgagee obtains title to the Premises by way of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure or otherwise.

Subordination. Lessee The indebtedness evidenced by this Subordinated Revolving Note is subordinated to the prior payment in full of all of the Borrower’s obligations under the TAA. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Investors and/or any of their assignees (collectively, the Senior Claimants) under the TAA. Until the Collection Date, the Lender shall not demand, accelerate, xxx for, take, receive or accept from the Borrower, directly or indirectly, in cash or other property or by set-off or any other manner (including, without limitation, from or by way of collateral) any payment or security of all or any of the indebtedness under this Subordinated Revolving Note or exercise any remedies or take any action or proceeding to enforce the same. The Lender hereby agrees that it will not institute against the Borrower any proceeding of the type constituting an Event of Bankruptcy unless and until the date that is one year and one day after the Collection Date has occurred. Nothing in this Lease and Lessee’s interest herein paragraph shall (restrict the Borrower from paying, or the Lender from requesting, any payments under this Subordinated Revolving Note so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and Borrower is not in default hereunderrequired under the TAA to set aside the funds proposed to be used for such payments for the benefit of, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession otherwise pay over such funds to, any of the Facility or in the full enjoyment of the rights granted Lessee hereunderSenior Claimants, (ii) agreeing to give Lessee notice of any default by Lessor no Termination Event or Potential Termination Event shall have occurred and to give Lessee at least thirty (30) days in which to cure Lessor’s default, then be continuing under the TAA and no Collection Agent Default shall have occurred and then be continuing under the TAA and (iii) agreeing the making of such payment would not otherwise violate the terms and provisions of either the Purchase Agreement or the TAA. Should any payment, distribution or security or proceeds thereof be received by the Lender in violation of the immediately preceding sentence, the Lender agrees that casualty proceeds and condemnation process such payment shall be applied segregated, received and held in accordance with this Lease. Initialed trust for identification by: Lessor Lesseethe benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Agent for the benefit of the Senior Claimants.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed Premises, Building or Business Park, regardless of the then appraised fair market value timing of same, including, without limitation, all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, Building or Business Park, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof. The provisions of this Section 21 shall be self-operative and shall not require the execution of any documents (without limiting Tenant’s obligations hereunder). However, Tenant agrees, within ten (10) days after Landlords written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debtmortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust or any deed in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord’s default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor foreclosure proceeding or sale. Prior to the Commencement Date and after receipt of written request from Tenant, Landlord shall request that its lender provide its customary non-disturbance and attornment agreement to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor LesseeTenant.

Subordination. Lessee agrees that this This Lease is subject and Lessee’s interest herein shall (so long as subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the debt encumbering said Facility does not exceed property or the then appraised fair market value of Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Facility) on written request by Lessor lease or the holder or holders of any first such mortgage or proposed first mortgage on a Facilitydeed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made subordinate thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that condition precedent to such first mortgage subordination shall be that Landlord obtains from the lender or first lienother party in question a commercially reasonable non-disturbance agreement in favor of Tenant. Subject to the foregoing, whether same be in Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the form subordination of a mortgage, deed this Lease to secure debtany such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event of any similar method proceedings are brought for the foreclosure of financing any mortgage or refinancingdeed of trust in lieu thereof, placed to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by Lessor against any part of the Facility; such purchaser and to all renewalsrecognize such purchaser as the lessor under this Lease; Tenant shall, modifications replacements, consolidations and extensions thereof and within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any and all advances made thereunder and the interest thereon. If Lessor is not in notices of Landlord’s default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future first mortgage statute, rule or similar interest law which may give or purport to secure financing as aforesaid; provided that Lessor shall deliver give Tenant any right or election to Lessee from the holder terminate or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of otherwise adversely affect this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or Tenant hereunder in the full enjoyment of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice event of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with this Lease. Initialed for identification by: Lessor Lesseeforeclosure proceeding or sale.

Subordination. Lessee agrees that this This Lease is and Lessee’s interest herein shall (so long as be subject and subordinate to all matters of record, including without limitation, ground leases and mortgages, any of which may now or hereafter be placed on or affect the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trustLeased Premises, or any similar method of financing part thereof and to each advance made or refinancing, placed by Lessor against to be made under any part of the Facility; thereof and to each advance made or to be made under any such mortgages, and to all renewals, modifications replacementsmodifications, consolidations consolidations, replacements and extensions thereof and all substitutions therefor, provided that said mortgagee or ground LANDLORD agrees in writing delivered to TENANT to recognize this Lease, and not to disturb TENANT'S rights thereunder, and provided further that to the extent that the TENANT has agreed or does agree with LANDLORD'S first mortgagee not to subordinate this Lease to any second mortgage or ground lease without such first mortgagee's consent, then this Lease shall not be deemed subordinate to any second mortgage or ground lease until such consent is received from such mortgagee. This Article shall be self-operative and all advances made thereunder no further instrument of subordination shall be required. In confirmation of such subordination, TENANT shall execute and deliver promptly any certificate that LANDLORD and/or any mortgagee and/or LANDLORD under any ground or underlying lease and/or their respective successors may require and TENANT hereby appoints LANDLORD and/or any mortgagee and/or the LANDLORD under any ground or underlying lease and/or their respective successors in interest thereonas TENANT'S attorney-in-fact to execute and deliver any such certificate or certificates for, in the name of and on behalf of TENANT should TENANT not deliver the same to LANDLORD within the ten (10) days of LANDLORD'S request therefor. If Lessor is not in default under Without limitation of any of the terms provisions of this Lease, upon written request if any ground LANDLORD or mortgagee shall succeed to the interest of LANDLORD by Lessor, Lessee shall subordinate this Lease to an existing reason of the exercise of its rights under such ground lease or future first mortgage (or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder acceptance of voluntary conveyance in lieu thereof) or proposed holder the expiration or sooner termination of such mortgage or lienground lease, an agreementhowever caused, in form and substance reasonably satisfactory then such successor shall give written notice to Lessee, TENANT (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns shall he disturbed or molested in its possession of the Facility or which in the full enjoyment case of the rights granted Lessee hereunder, (ii) agreeing to give Lessee notice of any default by Lessor and to give Lessee at least a ground lease shall be within thirty (30) days in which after such expiration or sooner termination) that it is succeeding to cure Lessor’s default, and (iii) agreeing that casualty proceeds and condemnation process shall be applied in accordance with the interest of LANDLORD under this Lease; and in such event, the TENANT shall attorn to such successor and shall ipso facto be and become bound directly to such successor in interest to LANDLORD to perform and observe all the TENANT'S obligations under this Lease without the necessity of the execution of any further instrument. Initialed Nevertheless, TENANT agrees at any time and from time to time during the term hereof to execute a suitable instrument in confirmation of TENANT'S agreement to LANDLORD, and/or the ground LANDLORD, or such mortgagee, and/or their respective assigns and TENANT'S attorney-in-fact, to execute and deliver any such agreement of attornment for identification by: Lessor Lesseeand on behalf of TENANT.

Subordination. This Lease shall, at the Lessor's option, be either superior or subordinate to mortgages or deeds of trust on the Premises, whether now existing or hereinafter created. The Lessee agrees that shall, upon written demand by the Lessor, execute such instruments as may be required, from time to time, to subordinate the rights and interest of the Lessee under this Lease and Lessee’s interest herein shall (to the lien of any mortgage or deed of trust on the Building. Notwithstanding any such subordination, so long as the debt encumbering said Facility does not exceed the then appraised fair market value of such Facility) on written request by Lessor or the holder of any first mortgage or proposed first mortgage on a Facility, be made subordinate and subject to such first mortgage or first lien, whether same be in the form of a mortgage, deed to secure debt, deed of trust, or any similar method of financing or refinancing, placed by Lessor against any part of the Facility; and to all renewals, modifications replacements, consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. If Lessor is not in default under the terms of this Lease, upon written request by Lessor, Lessee shall subordinate this Lease to an existing or future first mortgage or similar interest to secure financing as aforesaid; provided that Lessor shall deliver to Lessee from the holder or proposed holder of such mortgage or lien, an agreement, in form and substance reasonably satisfactory to Lessee, (i) recognizing the existence of this Lease and providing that so long as Lessee complies with the obligations imposed on it in this Lease and is not in default hereunder, neither Lessee nor its successors and assigns this Lease shall he disturbed not be terminated or molested in its possession of the Facility or in the full Lessee's quiet enjoyment of the rights granted Premises disturbed in the event such mortgage or deed of trust is foreclosed. In the event of such foreclosure, the Lessee hereunder, (ii) agreeing to give shall thereupon become a Lessee notice of any default by Lessor and to give Lessee at least thirty (30) days in which to cure Lessor’s defaultof, and (iii) agreeing that casualty proceeds attorn to, the successor in interest to the Lessor on the same terms and condemnation process shall be applied conditions as are contained in accordance with this Lease. Initialed This Lease is further subject and subordinate to: (a) all covenants, conditions, restrictions, easements and any other matters or documents of record, together with all renewals, modifications, consolidations, replacements and extensions thereof; (b) that certain Declaration of Covenants, Conditions and Restrictions and Grant of Easements ("CC&Rs") to be recorded with respect to the Project, together with all renewals, modifications, consolidations, replacements and extensions thereof, provided that such CC&Rs shall permit the use of the Premises permitted hereunder; and (c) any zoning laws of the city, county and state where the Project is situated. Lessee hereby covenants that Lessee, and all persons in possession or holding under Lessee, will conform to and will not violate the terms of the CC&Rs or said matters of record. If the CC&Rs are not of record as of the date of this Lease, then this Lease shall automatically become subordinate thereto upon recordation thereof; and Lessee further agrees to execute and return to Lessor within ten (10) days after written demand therefor by Lessor, an agreement in recordable form subordinating this Lease to the CC&Rs and/or any amendment or modification thereof (it being understood that the CC&Rs and any amendment or modification thereto shall not prevent Lessee from using the Premises for identification by: Lessor Lesseethe purpose set forth in Section 5.1 hereof).