Common use of Subordination Clause in Contracts

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to all mortgages, trust deeds, and ground and underlying leases (the lien of any mortgage “Underlying Mortgages”) which now exist or deed of trust constituting a lien on Landlord's fee interest in may hereafter be executed affecting the Premises ("Landlord Mortgage") Building Property and any to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements thereof, which now or hereafter affect all or any portion extensions of the Premises (except to the extent that any such Underlying Mortgages. This clause shall be self-operative and no further instrument expressly provides that this Lease is superior of subordination need be required by any mortgagee, ground lessor or beneficiary, affecting any Underlying Mortgage in order to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb make such subordination effective. Tenant, Tenant's right however, shall execute promptly any certificate or document that Landlord may request to possession effectuate, evidence or confirm such subordination, and use failure to do so shall be an Event of the Premises and Tenant's rights Default under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all if such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein failure continues for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request a second notice from Landlord following the expiration of the first 10 day period.. Notwithstanding the foregoing, Landlord agrees to provide to Tenant upon execution and delivery of this Lease, a non-disturbance agreement (“Non-Disturbance Agreement”) from each holder of an existing Underlying Mortgage (individually and collectively, a “Mortgagee”) whose encumbrance or lien affecting the Building Property is at such time superior to the leasehold estate created hereby. The final form of any documentation such Non-Disturbance Agreement shall be in a commercially reasonable form reasonably required agreed upon by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, Tenant and provided by the holder of any Landlord each Underlying Mortgage who is required to which this Lease is subject provide a Non-Disturbance Agreement, and subordinate shall have the rightwhich, at its sole optiona minimum, at any time, to subordinate and subject the Landlord Mortgageshall contain, in whole or substance, those provisions set forth in part, Exhibit “M” attached hereto. Landlord represents and warrants to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms as of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgageexecution and delivery of this Lease, unless such Landlord Lender has consented there are no Underlying Mortgages now affecting the Land, Project and/or the Building which are superior to such material modification or amendmentthis Lease. Tenant hereby agrees that after Notwithstanding anything to the date contrary contained herein, with respect to any Underlying Mortgage hereafter executed affecting the Building Property, this Lease shall be subordinated thereto only if the Mortgagee enters into a commercially reasonable form of such Landlord Mortgagesubordination, non-disturbance and attornment agreement reasonably approved by Landlord, Tenant and such Mortgagee and which, at a minimum, shall not pay to Landlord any installment of Base Rent more than one (I) month contain, in advance of the due date thereofsubstance, unless Landlord Lender shall consent to such prepaymentthose provisions set forth in Exhibit “M” attached hereto.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Project, or any lessor of a ground or underlying lease with respect to the Building, this Lease and the rights of Tenant hereunder are expressly will be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any mortgage or deed of trust constituting a lien on which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord's fee interest and estate in any of said items, is specified as security. Notwithstanding the Premises ("foregoing, Landlord Mortgage") and reserves the right to subordinate any renewals, extensions, modifications, consolidations and replacements thereof, which now such ground leases or hereafter affect all underlying leases or any portion of the Premises (except such liens to the extent that this Lease. If any such instrument expressly provides that this Lease ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is superior foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant agrees to it); provided that attorn to and become the holder tenant of the Landlord Mortgage ("Landlord Lender") agrees such successor in writing not to disturb Tenant, which event Tenant's right to possession and use of the Premises and Tenant's will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease so long as there shall be no Event of Default on behalf and the obligations of Tenant hereunderhereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to deliver, upon demand by Landlord and in the form reasonably required by Landlord, any Landlord Lender at any time and from time to time all such additional documents reasonably requested by Landlord evidencing the priority or Landlord's Lender, which are reasonably acceptable to Tenant subordination of this Lease and Tenant's Lender, attornment agreement with respect to confirm any such ground lease or effect underlying leases or the lien of any such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that mortgage or deed of trust. If Tenant fails to sign and return any such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute documents within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagereceipt, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month will be in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdefault hereunder.

Subordination. This Lease and all of the rights of Tenant Lessee hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest (all such mortgages or deeds of trust hereinafter collectively called “Mortgage”) that may now or in the Premises ("Landlord Mortgage") future encumber the Leased Premises, and any to all renewals, extensions, modifications, consolidations consolidations, replacements, and replacements extensions thereof, which now or hereafter affect all or any portion . Lessor represents and warrants that it has requested the Mortgagee of the Leased Premises (except to the extent that any such instrument expressly provides that execute a non-disturbance agreement acceptable to Lessee recognizing this Lease is superior to it); provided and agreeing, for itself and its successors and assigns, that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Lessee is not in default in the payment of rent or the performance and observance of all covenants, conditions, provisions, terms and agreements to be performed and observed by Lessee hereunder, that such Mortgagee shall be no Event not interfere with, hinder or impair Lessee’s right to quiet enjoyment under this Lease, nor the right of Default on behalf Lessee to continue to occupy the Leased Premises, and all portions thereof and to conduct its business thereon in accordance with the covenants, conditions, provisions, terms and agreements of Tenant hereunderthis Lease. Tenant Lessor further agrees to cooperate in any and all reasonable ways in attempting to secure a non-disturbance agreement from the current Mortgagee of the Leased Premises. If the current Mortgagee agrees to execute and deliver such a non-disturbance agreement, upon receipt by Lessee of such a non-disturbance agreement, Lessee shall, at Lessor’s request, promptly execute any certificate or instrument that Lessor may request evidencing such subordination. If such a non-disturbance agreement is executed by the current Mortgagee, Lessor agrees not to Landlord and execute any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord additional or Landlord's Lenderreplacement Mortgage (not including required periodic renewals of the currently existing Mortgage, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially a replacement Mortgage in the form attached as Exhibit E; event the current Mortgagee determines to terminate or not renew the current Mortgage) without obtaining the same non-disturbance agreement from the proposed mortgagee. Lessor and Lessee acknowledge that a non-disturbance agreement will not be provided that such Landlord Lender agrees by Mortgagee if the Lessee is a related party to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunderborrower or guarantor under the current Mortgage. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable provision herein to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1contrary, the holder lien of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender Mortgagee shall not cover Lessee’s Property located in or on the Leased Premises. No Mortgagee shall be bound to the terms by (a) any payment of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent rentals for more than one (I1) month in advance advance, except prepayments in the nature of security for the due date thereofperformance by Lessee of its obligations under this Lease, unless Landlord Lender shall or (b) any amendment or modification of this Lease made without the written consent to of such prepaymentMortgagee.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E, together with such changes as Lender may reasonably require; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF TE Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I1) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease All claims of the Holder to principal, interest and the rights any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) are hereby expressly subordinated in right of Tenant hereunder are expressly subject and subordinate payment, as herein set forth, to the lien prior payment in full of all Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by Buyer, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or otherwise) to collect the Junior Indebtedness), if, at the time of such payment, exercise or immediately after giving effect thereto, (i) there shall exist any “Default” or “Event of Default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any mortgage of the Senior Indebtedness has been accelerated and such acceleration has not been waived or deed of trust constituting a lien on Landlord's fee interest such Senior Indebtedness has not been paid in full; provided, however, that (x) in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Landlord Mortgage Holder may accelerate the indebtedness evidenced by this Note, and ("Landlord Lender"y) agrees in writing not to disturb Tenant, Tenant's right to possession and use if Buyer is permitted under the terms of the Premises Senior Indebtedness to pay an amount due and Tenant's rights owing under this Lease Note and fails to make such payment, then so long as there the terms of the Senior Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be no Event entitled to rely on the subordination provisions set forth in this Note. Upon the request of Default on behalf Buyer or any holder of Tenant hereunder. Tenant agrees to Senior Indebtedness, the Holder shall confirm (in writing) the above subordination provisions and shall execute and deliver to Landlord and such additional subordination agreements as any Landlord Lender at holder of Senior Indebtedness may require. For purposes hereof, “Senior Indebtedness” means, all indebtedness of Buyer or any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lenderof its Affiliates (as defined in the Merger Agreement) outstanding on the date of the execution of this Note, to confirm banks, insurance companies, other financial institutions, private equity funds, hedge funds or effect such subordination includingother similar funds, without limitation, an SNDA substantially unless in the form attached as Exhibit E; instrument creating or evidencing such indebtedness it is provided that such Landlord Lender agrees to recognize this Lease and the rights indebtedness is not senior in right of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, payment to this Lease Note. Senior Indebtedness shall also include indebtedness for taxes owed to federal or state agencies and other indebtedness that by recording operation of law has a unilateral declaration to such effect. Tenant hereby agrees right that any Landlord Lender shall not be bound is senior to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentJunior Indebtedness.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject is junior, subject, and subordinate to the lien to, all ground leases, mortgages, deeds of trust, and other security instruments of any mortgage kind now encumbering the Premises, the portion of the Project owned by Landlord or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") any part thereof and any all renewals, extensionsreplacements, modifications, consolidations and replacements thereofextensions of any of the foregoing. Landlord reserves the right to place liens and other encumbrances on the Premises, which the portion of the Project owned by Landlord or any part thereof or interest therein superior in lien and effect to this Lease. This Lease, at the option of Landlord, shall be subject and subordinate to any and all such liens or encumbrances now or hereafter affect all or any portion imposed by Landlord without the necessity of the Premises (except execution and delivery of any further instruments on the part of Tenant to the extent that any effectuate such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantsubordination. Notwithstanding such subordination, Tenant's right to quiet possession and use of the Premises shall not be disturbed by any encumbrances so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease to be observed and performed by Tenant, unless this Lease is terminated pursuant to specific provisions relating thereto contained in this Lease. In the event of the foreclosure of any such lien or encumbrance, or the transfer of title to or Landlord's rights leasehold interest in the Premises or the portion of the Project owned by Landlord, Tenant shall attorn to the transferee, and will recognize such transferee as Landlord under this Lease so long provided that Tenant's right to quiet possession of the Premises is not affected solely as there shall be no Event a result of Default on behalf such foreclosure or transfer and that Tenant receives a notice from Landlord informing Tenant of Tenant hereundersuch change. Tenant further agrees to execute and deliver any documents required to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably effectuate an attornment or a subordination as requested by Landlord or Landlord's Lenderlender, which are reasonably acceptable to Tenant including without limitation the Subordination, Attornment, and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA Non-Disturbance substantially in the form attached as Exhibit "E; provided that " attached hereto. Tenant's failure to execute such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute documents within ten (10) days after request any documentation reasonably required written demand at Landlord's election shall constitute a material non-curable default by any TF Lender Tenant hereunder, or Landlord may execute such documents on behalf of Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lenderas Tenant's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectattorney-in-fact. Tenant does hereby agrees that any make, constitute, and irrevocably appoint Landlord Lender as Tenant's attorney-in-fact and in Tenant's name, place, and stead to execute such documents in accordance with this Paragraph 26.1 and such documents shall not thereafter be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentconclusively binding on Tenant.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee, as the case may be, may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Tenant LenderPrimary Lease (including a subordination, which are reasonably acceptable to Landlord non-disturbance and any Landlord Lenderattornment agreement) or, to confirm if the priority Landlord’s Mortgagee so elects, the subordination of such lender's interestsLandlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding the provisions of this Section 17.1Landlord shall request that a subordination, the holder of any Landlord Mortgage to which this Lease is subject non-disturbance and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, attornment agreement (an “SNDA”) applicable to this Lease be provided by recording a unilateral declaration to such effectLandlord’s presently existing Mortgagee and from future Mortgagees. Tenant hereby agrees that shall pay any Landlord Lender shall not be bound to the terms fee or costs of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless Mortgagee with respect to any such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentSNDA.

Subordination. This Lease and the Tenant’s interest and rights of Tenant hereunder are expressly hereby made and shall be subject and subordinate at all times to the lien of any mortgage Mortgage now existing or deed of trust constituting a lien hereafter created on Landlord's fee interest in or against the Premises ("Landlord Mortgage") Project or the Premises, and any all amendments, restatements, renewals, extensions, modifications, consolidations consolidations, refinancing, assignments and replacements extensions thereof, which now without the necessity of any further instrument or hereafter affect all or any portion act on the part of the Premises (except to the extent Tenant; provided, however that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be no Event disturbed by the Holder of Default on behalf of Tenant hereunderany such Mortgage. Tenant agrees upon demand to execute execute, acknowledge and deliver to Landlord such instruments, confirming such subordination, and such instruments of attornment as shall be requested by any Landlord Lender such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time and from time subordinate its Mortgage to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination includingthis Lease, without limitationTenant’s consent, an SNDA substantially by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust. Landlord represents and warrants that, as of the date of this Lease, there is no existing Mortgage with a lien upon the Project. Notwithstanding anything to the contrary set forth in this Section 27, Tenant’s obligation to subordinate to any Mortgage shall be subject to receipt by Tenant of a commercially reasonable form of non-disturbance and attornment agreement executed by the Holder of such Mortgage providing that so long as Tenant is not in Default of its obligations under this Lease, foreclosure or other enforcement of such Mortgage shall not terminate this Lease and the successor to Landlord’s interest in the form attached as Exhibit E; provided that such Landlord Lender agrees to Project shall recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable Tenant’s right to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance possession of the due date thereof, unless Landlord Lender shall consent to such prepaymentPremises.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Project, or any lessor of a ground or underlying lease with respect to the Building, this Lease and the rights of Tenant hereunder are expressly will be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in which may now exist or hereafter be executed for which the Premises ("Landlord Mortgage") and Building, the Project or any renewals, extensions, modifications, consolidations and replacements leases thereof, which now or hereafter affect all Landlord’s interest and estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such ground leases or underlying leases or any portion such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord’s successor in interest, Tenant agrees to attorn to and become the tenant of such successor in which event Tenant’s right to possession of the Premises (except will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the extent that obligations of Tenant hereunder in the event of any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to deliver, upon demand by Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant’s attornment agreement with respect to any such ground lease or underlying leases or the rights lien of any such mortgage or deed of trust. If Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding fails to sign and return any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute such documents within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagereceipt, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month will be in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdefault hereunder.

Subordination. Section 10.1 This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest all Mortgages and each Superior Lease hereinafter in the Premises ("Landlord Mortgage") effect and any to all renewals, extensions, modifications, consolidations consolidations, replacements, restatements, increases and replacements thereofextensions of any such Mortgages and/or Superior Lease; provided, which now or hereafter affect all or any portion however, that (i) the subordination of the Premises (except this Lease to the extent that any such instrument expressly provides that Mortgage executed contemporaneously with this Lease is superior conditioned upon the Mortgagee of such Mortgage executing and delivering to it); provided that Tenant a subordination, non-disturbance and attornment agreement in the holder form attached hereto as Schedule “G”, and (ii) any subsequent subordination of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as is conditioned upon the Mortgagee of such Mortgage and/or the Superior Landlord of such Superior Lease executing and delivering to Tenant a commercially reasonable agreement to the effect that, if (x) there shall be a foreclosure of its Mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, unless necessary under Applicable Law for the Mortgagee to foreclose, or if there shall be a foreclosure of such Mortgage, such Mortgagee shall not evict Tenant, or disturb Tenant’s leasehold estate or rights hereunder, or (y) such Superior Landlord shall exercise any of its rights and remedies under such Superior Lease or at law or in equity to terminate such Superior Lease or evict the tenant thereunder, such Superior Landlord shall not evict Tenant, or disturb Tenant’s leasehold estate or rights hereunder, provided that, in all events, no Event of Default on behalf then exists (any such agreement, or any agreement of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendersimilar import, in each case which are shall be reasonably acceptable to Tenant, from a Mortgagee or any Superior Landlord being hereinafter called a “Non-Disturbance Agreement”), and Tenant and Tenant's Lendershall attorn to the Mortgagee or any Superior Landlord, or any successor-in-interest to confirm Landlord, the Mortgagee or effect such subordination any Superior Landlord, including, without limitation, an SNDA substantially any such party which takes title by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or alternative procedure, or any right or remedy under a Superior Lease or at law or in equity. The transfer of the form attached as Exhibit E; provided title to the Premises, any part thereof or any underlying lease to any Mortgagee or any Superior Landlord, or any successor in interest to Landlord, Mortgagee or any Superior Landlord by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or any alternative procedure, or any right or remedy under a Superior Lease or at law or in equity shall not be considered a default or breach by Landlord of this Lease. Provided that such Landlord Lender agrees a fully executed Non-Disturbance Agreement is delivered to recognize Tenant in accordance with this Lease and the rights of Tenant set forth herein for so long as there Section 10.1, this Section 10.1 shall be self-operative and no Event further instrument of Default on behalf subordination shall be required to make the interest of any Mortgagee or Superior Landlord, as the case may be, superior to the interest of Tenant hereunder. Notwithstanding the immediately preceding sentence, however, Tenant shall, together with the Mortgagee or any foreclosure Superior Landlord, as the case may be, execute and deliver promptly any certificate or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. agreement that Landlord and any Landlord Lender shall execute within ten (10) days after Mortgagee or Superior Landlord, as the case may be, may reasonably request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority in confirmation of such lender's interestssubordination. Notwithstanding Any Non-Disturbance Agreement shall be made on the provisions condition that the Mortgagee or Superior Landlord (or any party claiming by, through or under such Mortgagee or Superior Landlord) shall assume all of this Section 17.1, the holder obligations of any Landlord Mortgage to which under this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into arising after the date of on which said party acquires the Premises and agrees to be bound by the terms hereof arising thereafter; provided that neither the Mortgagee nor any Superior Landlord or anyone claiming by, through or under such Mortgagee or Superior Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.be:

Subordination. This Lease Lease, and the rights of Tenant hereunder hereunder, are expressly and shall be subject and subordinate to the lien interests of (a) all present and future ground leases and master leases of all or any part of the Building; (b) present and future mortgages and deeds of trust encumbering all or any part of the Building; (c) all past and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust constituting (any such lessor, mortgagee or beneficiary is hereinafter referred to as a lien on Landlord's fee interest in the Premises ("Landlord MortgageMortgagee") and any renewalsshall have the right to elect, extensionsby written notice given to Tenant, modifications, consolidations and replacements thereof, which now to have this Lease made superior in whole or hereafter affect all or any portion of the Premises (except in part to the extent that any such instrument expressly provides that this Lease is ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to itany junior mortgage or junior deed of trust); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant. Upon demand, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Tenant shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute execute, acknowledge and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents instruments reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable any such Mortgagee to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions purposes of this Section 17.117.01. Such instruments may contain, among other things, provisions to the holder effect that such Mortgagee (hereafter, for the purposes of any Landlord Mortgage to which this Lease is subject and subordinate Section 17.01, a "Successor Landlord") shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall (i) not be bound liable for any act or omission of Landlord or its predecessors, if any, prior to the terms of any material modification or amendment of this Lease entered into after the date of such Successor Landlord's succession to Landlord's interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord Mortgageor its predecessors, unless such Landlord Lender has consented if any, prior to such material modification or amendment. Tenant hereby agrees that after the date of such Successor Landlord's succession to Landlord's interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord Mortgage, default under this Lease plus a reasonable opportunity to cure such default prior to Tenant shall having any right or ability to terminate this Lease as a result of such Landlord default; (v) not pay to Landlord be bound by any installment of Base Rent rent or additional rent which Tenant might have paid for more than one the current month to Landlord; (Ivi) month in advance not be bound by any amendment or modification of the due date thereof, unless Lease or any cancellation or surrender of the same made without Successor Landlord's prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord Lender succeeded to Landlord's interest; and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall consent be non-recourse as to any assets of such prepaymentSuccessor Landlord other than its interest in the Premises and improvements.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien Except as otherwise provided in this Section 13.7, any indebtedness of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which Borrower now or hereafter affect owing to any other Borrowers is hereby subordinated to the Obligations, whether heretofore, now or hereafter created, and whether before or after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Lender, pay in whole or in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the request of Lender, after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Lender all or any portion part of such subordinated indebtedness and any amount so paid to Lender at its request shall be applied to payment of the Premises (except Obligations. Each payment on the indebtedness of any Borrower to the extent that other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrowers as trustee for Lender and shall be paid over to Lender immediately on account of the Obligations, but without otherwise affecting in any manner any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, TenantBorrower's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale liability under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any indebtedness of the other Borrowers to such Borrower, and Lender shall be entitled to all of any such Borrower's rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed, Lender, as such Borrower's attorney-in-fact, is hereby authorized to do so in Borrowers' name or, in Lender's discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, Lender's nominee. In all such cases, whether in administration, bankruptcy or otherwise, the holder of person or persons authorized to pay such claim shall pay to Lender the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any Landlord Mortgage such Borrower hereby assigns to Lender all such Borrower's rights to any payments or distributions to which this Lease such Borrower otherwise would be entitled. If the amount so paid is subject and subordinate shall have greater than any such Borrower's liability hereunder, Lender will pay the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound excess amount to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentparty entitled thereto.

Subordination. 23.1 This Lease and the Tenant's rights of Tenant hereunder are expressly and will remain subject and subordinate to the lien of any mortgage or ground lease, mortgage, deed of trust constituting a lien on Landlord's fee interest in or any other hypothecation for security now or hereafter placed upon the real property of which the Premises are a part (the "Landlord MortgageProperty") ), and any to all increases, renewals, extensions, modifications, consolidations consolidations, replacements, and replacements thereof, which now or hereafter affect all or any portion of extensions thereof (collectively referred to as the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it"Mortgage"); provided that . If the holder of a Mortgage becomes the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use owner of the Premises 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 Tenantconditions of this Lease, and Tenant will be deemed to have attorned to and recognized such holder or successor as Landlord's rights under this successor-in-interest for the remainder of the Lease so long as there shall Term or any extension thereof. The foregoing is self-operative and no further instrument of subordination and/or attornment will be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested necessary unless required by Landlord or Landlord's Lenderthe holder of a Mortgage, in which are reasonably acceptable to case Tenant and Tenant's Lenderwill, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request written request, execute and deliver without charge any documentation documents reasonably required by any TF Lender Landlord or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, such holder in order to confirm the priority subordination and attornment set forth above. No indemnification obligation of Landlord under this Lease shall be assumed by or binding upon any such lender's interestsMortgage holder. Notwithstanding the provisions of this Section 17.1, Should the holder of any Landlord a Mortgage to which request that this Lease is subject and subordinate shall have the rightTenant's rights hereunder be made superior, at its sole option, at any timerather than subordinate, to subordinate and subject the Landlord Mortgage, then Tenant will, within ten (10) days after written request, execute and deliver without charge such agreement as may be reasonably required by such holder in whole or in part, order to this effectuate and evidence such superiority of the Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms Mortgage. If Landlord has made an assignment of rents and leases to the Mortgage holder, Tenant agrees to be comply with any material modification or amendment of this Lease entered into after the date provisions of such Landlord Mortgage, unless such Landlord Lender has consented assignment requiring the payment of rents to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentMortgage holder.

Subordination. This Lease At the option of Landlord, this Lease, and the all rights of Tenant hereunder hereunder, are expressly and shall be subject and subordinate to all ground leases, overriding leases and underlying leases affecting the lien Building or the Project now or hereafter existing and each of the terms, covenants and conditions thereto (the “Superior Lease(s)”), and to all mortgages or deeds of trust which may now or hereafter affect the Building, the Project or any of such 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. The lessor under a Superior Lease or its successor in interest is herein called “Superior Lessor”; and the holder of a Superior Mortgage is herein called “Superior Mortgagee.” This Paragraph shall be self-operative and no further instrument of subordination shall be required. Within ten (10) business days after request therefore, Tenant shall execute, acknowledge and deliver any reasonable instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except their respective successors in interest may reasonably request to evidence such subordination. If any Superior Lessor or Superior Mortgagee shall succeed to the extent that any rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (such instrument expressly provides that this Lease is superior party so succeeding to itLandlord’s rights herein called “Successor Landlord”); provided that , then at the holder election of the such Successor Landlord, Tenant shall attorn to and recognize such Successor Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb as Tenant, Tenant's right to possession and use of the Premises and Tenant's rights ’s landlord under this Lease so long as there (without the need for further agreement) and shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to promptly execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided reasonable instrument that such Successor Landlord Lender agrees may request to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunderevidence such attornment. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)In such event, this Lease shall remain continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in accordance with this Lease, except that the Successor Landlord shall not (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, not expressly provided for in this Lease; (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 predecessor in interest); or (d) be liable or responsible for the retention, application or return of the Security Deposit, unless and until Successor Landlord actually receives the full amount of the Security Deposit for its termsown account. Landlord represents and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender warrants that, as of the Lease Date, there are no Superior Leases or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm Superior Mortgages affecting the priority of such lender's interestsBuilding or the Project. Notwithstanding the foregoing provisions of this Section 17.1Paragraph 31, if a Superior Lease or Superior Mortgage is hereafter placed against or affecting any or all of the holder Building or the Premises or any or all of any Landlord Mortgage to which this Lease is subject the Building and subordinate shall have the right, at its sole option, improvements now or at any timetime hereafter constituting a part of or adjoining the Building, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification Superior Lease or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant Superior Mortgage shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentbe conditioned on a commercially reasonable non-disturbance agreement.

Subordination. This Tenant covenants and agrees that (a) this Lease is and the rights of shall automatically and without further act or deed by Tenant hereunder are expressly be subject and subordinate to the lien any mortgages, deeds of any mortgage trust, security deeds or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") other security instruments, and any renewals, extensions, modifications, consolidations and replacements thereof, which now ground leases or underlying leases presently existing or hereafter affect placed upon all or any portion of the Premises Center (except each a “Mortgage”) and to the extent that any such instrument expressly provides that and all advances to be made thereunder, and to any interest accrued thereon, and to all renewals, replacements, modifications, consolidations and extensions thereof or participation thereof, (b) any mortgagee, grantee, master lessor, beneficiary or trustee (each a “Mortgagee”) may elect to have this Lease is superior made a prior lien to it); provided that its Mortgage, and in the holder event of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession such election and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all upon notification by such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable Mortgagee to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)effect, this Lease shall remain be deemed prior in full force lien to said Mortgage, whether this Lease is dated prior to or subsequent to the date of any such Mortgage and effect in accordance with its terms. Landlord and any Landlord Lender (c) Tenant shall execute within ten (10) days after request any documentation and deliver whatever instruments may reasonably be required by Landlord or any TF Lender present or Tenant Lender, which are reasonably acceptable prospective Mortgagee to Landlord and acknowledge such subordination or priority (as applicable) in recordable form. If any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of proceeding is brought for default under any Landlord Mortgage to which this Lease is subject and subordinate shall have the rightsubject, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in partthe event of foreclosure, deed in lieu of foreclosure or the exercise of the power of sale under any Mortgage covering the Premises and if requested by Landlord’s successor, Tenant shall attorn to the successor and shall recognize that successor as Landlord under this Lease by recording a unilateral declaration to such effectLease. Tenant hereby agrees that any Landlord Lender Such successor shall not be (i) liable for any previous act or omission of Landlord under this Lease, (ii) subject to any offset that theretofore accrued to Tenant against Landlord or (iii) bound by any previous prepayment of Rent or Security Deposit which have not been expressly delivered by Landlord to such successor. If so requested, Tenant shall enter into a new lease with that successor on the same terms of any material modification or amendment and conditions as are contained in this Lease (for the unexpired Term of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthen remaining).

Subordination. This During the term of this Lease and Agreement, IAMSA shall have the rights of Tenant hereunder are expressly subject and subordinate right to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee encumber its interest in the Premises ("Landlord Mortgage") Leased Property or in this Lease Agreement for any purpose it deems convenient and COMPANY shall and hereby does subordinate its interest in this Lease Agreement and in the Leased Property to such encumbrances. However, in the event such encumbrances are foreclosed upon or judicially enforced, the one who holds the encumbrance shall agree to respect this Lease Agreement and accept the performance by COMPANY of its obligations hereunder. COMPANY shall execute any renewalsagreement in commercially reasonable form which may be required by IAMSA in confirmation with such subordination and submit whatever public finance data may be reasonably requested of COMPANY by any trust insurance company, extensionsbank or other recognized lending institution providing financing to IAMSA that is secured by IAMSA’s interest in the Leased Property or this Lease Agreement. Once IAMSA shall have notified COMPANY in writing that the former has assigned its interest in this Lease Agreement to any lending institution as security for a debt or other obligation of IAMSA, modificationsIAMSA shall not have the power to amend this Lease Agreements so as to reduce the rent, consolidations and replacements thereofdecrease the term or modify or negate any substantial obligation without the written consent of such lending institution. Such obligation shall continue until the lending institution has notified COMPANY in writing that such assignment has been terminated, which now or hereafter affect all or any portion in the understanding that if IAMSA fails to obtain such lending institution’s approval to carry out the foregoing, the amendment of the Premises (except to terms above mentioned shall have no effect whatsoever as against such lending institution. In addition, if the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees lending institution shall notify COMPANY in writing not requiring the payment of rents hereunder directly to disturb Tenantsuch lending institution or its representative, Tenant's right then COMPANY shall be obligated to possession and use of the Premises and Tenant's rights pay such lending institution or its representative each subsequent rental that may become due under this Lease so long as there shall be no Event Agreement (together with any unpaid rent then past due), until the date on which such lending institution notifies COMPANY authorizing payment of Default on behalf of Tenant hereunderrent to IAMSA or other party entitled thereto. Tenant COMPANY understands and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially that except for the advanced rental payments provided for in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and Agreement, at the rights request of Tenant set forth herein for so long as there IAMSA, COMPANY shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage provide a statement within twenty (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (1020) days after IAMSA’s request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm therefor that no such advanced payment has been made; such document shall be binding upon COMPANY as against the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage lending institution to which this Lease is subject and subordinate shall have Agreement may be assigned. In addition, the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender lending institution shall not be bound to recognize those payments made to IAMSA after the terms of COMPANY has received notice requiring payments to be made to such lending institutions, and IAMSA hereby (i) authorizes COMPANY to conclusively rely on any material modification statement from such lending institution or amendment of other lender regarding where additional payments under this Lease entered into after Agreement must be delivered and (ii) releases COMPANY from any and all claims, costs, expenses and liability from COMPANY’s compliance with the date direction of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification lending institution or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentlender.

Subordination. This Lease is and the rights of Tenant hereunder are expressly shall at all times be and remain subject and subordinate to the lien of any future mortgage (and to any and all advances made thereunder) upon the Property or deed Premises, unless Landlord requires this Lease to be superior to any such mortgage. Tenant shall execute and return to Landlord any and all documentation reasonably required by Landlord to evidence the subordination (or superiority) of trust constituting a lien this Lease to any such mortgage. Tenant hereby agrees to pay to Landlord as liquidated damages an amount equal to Two Hundred Fifty Dollars ($250.00) per day for each day on which Tenant fails to return any such documentation requested pursuant to the preceding sentence, after not less than forty-eight (48) hours notice from Landlord that Tenant has failed to return any such documentation within ten (10) days after Landlord's fee interest written request therefor. In the event of subordination of this Lease, Landlord will obtain a written non-disturbance agreement in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents form reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable satisfactory to Tenant and Tenant's Lendersuch lender, to confirm or effect such subordination includingproviding, without limitation, an SNDA substantially that (A) in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize event of a foreclosure or other action taken under the mortgage by the holder thereof, this Lease and the rights of Tenant set forth herein for hereunder shall not be disturbed but shall continue in full force and effect so long as there shall not be no an Event of Default on behalf in existence hereunder, and (B) such holder will agree that in the event it shall be in possession of the Premises, that so long as Tenant shall observe and perform all of the obligations of Tenant hereunderto be performed pursuant to this Lease, such Mortgagee will perform all obligations of Landlord required to be performed under this Lease. Notwithstanding So long as such non-disturbance agreement was delivered to Tenant, in the event any foreclosure proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage made by the Landlord Mortgage (covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or transfer by to the grantee of a deed in lieu thereof)of foreclosure, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender recognize such purchaser or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject grantee as the Landlord Mortgage, in whole or in part, to under this Lease by recording a unilateral declaration to such effectLease. Tenant hereby agrees that no mortgagee or its successor shall be (i) bound by any Landlord Lender shall not be bound to the terms payment of any material modification Rent or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Additional Rent for more than one (I1) month in advance advance, (ii) bound by any amendment or modification of this Lease made without the due date consent of Landlord's mortgagee or its successor, (iii) liable for damages for any breach, act or omission of any prior landlord, (iv) bound to effect or pay for any construction for Tenant's occupancy, or (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord. The word "mortgage" as used herein includes mortgages, deeds of trust and any sale-leaseback transactions, or other similar instruments, and modifications, extensions, renewals, and replacements thereof, unless Landlord Lender shall consent to such prepaymentand any and all advances thereunder.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate Subject to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the holder of any Landlord Mortgage Premises, are hereby agreed by Tenant to which this Lease is subject be and subordinate shall have the rightare hereby made junior, at its sole optioninferior, at any time, to subordinate and subject in right, title, interest, lien, encumbrance, priority, and all other respects, to any mortgage or mortgages placed on the Landlord Mortgage, in whole or in property of which the Premises are a part, without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. On or prior to the Commencement Date of the Lease, Landlord covenants to use its best efforts to obtain from each lender the security for whose loan encumbers the Premises or the Building as of the Execution Date, an executed nondisturbance agreement assuring Tenant that, notwithstanding any default by Landlord to the lender or any foreclosure or deed in lieu thereof, Tenant’ s rights under this Lease shall continue in full force and effect and its possession of the Premises shall remain undisturbed (including, without limitation, permission for insurance proceeds and eminent domain awards to be applied as required hereunder), except in accordance with the provisions of this Lease, so long as Tenant is not in default hereunder so as to permit Lease termination. The form and content of such agreement(s) shall be reasonably acceptable to Tenant. In no event shall such non-disturbance agreement be a condition of this Lease. Additionally, Tenant shall, upon Landlord’s request, subordinate this Lease in the future to any first lien placed by recording Landlord upon the Premises or the Building with an institutional first mortgagee, provided that such lender executes a unilateral declaration nondisturbance agreement substantially similar in form and content to that which is required in the first sentence of this paragraph. Tenant will, upon request of the lienholder, be a party to such effect. an agreement, and will agree that, if such lienholder succeeds to the interest of Landlord, Tenant hereby agrees that any Landlord Lender shall not be bound to will recognize said lienholder (or successor in interest of the lienholder) as its landlord under the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Tenant’s rights under this Lease and the rights of Tenant hereunder are expressly shall always be subject and subordinate to the lien of any bona fide mortgage which is now, or deed of trust constituting a lien on may hereafter be, placed upon the Premises, Property or Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's ’s rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver such documentation as may be required to Landlord evidence such subordination within ten (10) Business Days of receipt of a request for same. Tenant agrees to send all Base Rent and any Landlord Lender other payments due hereunder and/or notices to any recipient(s) hereafter designated by Landlord, including its lender (or, with respect to Base Rent and any other payments due hereunder, to an account controlled by such lender). Notwithstanding the foregoing, Tenant agrees that any holder of such mortgage (the “Superior Mortgagee”) may elect in writing at any time that all (or any part, as Superior Mortgagee designates) of the right, title, and from time interest of such Superior Mortgagee shall be subordinate to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and Tenant’s rights and claims under this Lease (a “Subordination Election”). Any Subordination Election shall become effective when a copy or original of it is either delivered to Tenant or recorded. Such Superior Mortgagee’s right, title, and interest in the rights Premises shall then become subordinate to the Lease, whether the Lease is dated before or after the date of Tenant such Superior Mortgagee’s interest in the Premises, to the extent set forth herein in the Subordination Election. Tenant shall, in the event any proceedings are brought for so long as there shall be no Event the foreclosure of, or in the event of Default on behalf exercise of Tenant hereunder. Notwithstanding the power of sale under any mortgage placed upon the Premises, attorn to any mortgagee or the purchaser upon any such foreclosure or sale and recognize such mortgagee or purchaser as Landlord under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord Tenant agrees to execute and any Landlord Lender shall execute deliver commercially reasonable documentation as may be reasonably required to evidence such attornment within ten (10) days after of receipt of a request for same. Notwithstanding the foregoing in this Section 26, Tenant’s agreement to subordinate this Lease and its rights hereunder as to any documentation reasonably required by current or future mortgage is conditioned upon Landlord’s (or any TF Lender successor in interest) delivery to Tenant of a recordable agreement on any future mortgagee’s standard form or Tenant Lender, which are in form and substance reasonably acceptable to Tenant, Landlord and such superior mortgagee, by which such superior mortgagee shall agree not to disturb Tenant’s possession and occupancy of the Premises or join Tenant in any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording action as a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgageparty defendant, unless such Landlord Lender has consented to such material modification or amendment. necessitated by law, so long as Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall is not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdefault under this Lease.

Subordination. (a) This Lease and the rights of Tenant hereunder are expressly is subject to and subordinate to so all ground leases, mortgages and deeds of trust which affect the lien Building or the Property and which are of public record as of the Term Commencement Date, and so all renewals, modifications, consolidations, replacements and extensions thereof. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust constituting a lien on shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable so make this Lease prior thereto. Tenant hereby consents to Landlord's fee interest in ground leasing the Premises ("land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord Mortgage") shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate so this Lease. However, if any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all lessor under any such future ground lease or any portion lender holding such future mortgage or deed of the Premises (except to the extent that any such instrument expressly provides trust shall desire or require that this Lease is superior be made subject to it); provided that and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, so execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the holder subordination of the Landlord Mortgage ("Landlord Lender") this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and so recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the Leased Premises so long as there shall be no Event of Default on behalf of Tenant hereunderis not in default under this Lease. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents as are reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable the lender and to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially provide reasonable provisions in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of protecting such lender's interests. Notwithstanding the provisions security interest which are customarily required by institutional lenders making loans secured by a deed of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenttrust.

Subordination. This The priority of this Lease and the rights leasehold estate ------------- of Tenant created hereunder are expressly and shall be subject and subordinate to the lien of any mortgage or mortgage, deed of trust constituting a lien on Landlord's trust, sale-leaseback, ground lease or similar encumbrance, whether such encumbrance is placed against the fee interest in or leasehold estate, affecting the Demised Premises ("Landlord Mortgage") and any to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements extensions thereof, which now and advances thereunder; provided, however, with respect to any mortgage, deed of trust, sale-leaseback, ground lease or hereafter affect all or any portion similar encumbrance such subordination shall be subject to receipt by Tenant of the Premises (except to the extent that a nondisturbance agreement in form reasonably required by any such instrument expressly provides that this Lease is superior lienholder or ground Lessor (collectively, a "Mortgagee")and reasonably acceptable to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees at any time hereafter, upon twenty (20) days prior written notice, to execute and deliver any instruments, releases or other documents that may reasonably be required for the purpose of subjecting and subordinating this Lease, as above provided, to Landlord and the lien of any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord mortgage, deed of trust, ground lease, sale-leaseback or Landlord's Lender, which are similar encumbrance in a form reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject such mortgage, provided said subordination provides that all insurance proceeds and subordinate shall have condemnation awards will be made available for the rightrestoration of the Demised Premises, at its sole optionas provided herein, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall Tenant's rights hereunder will not be bound to disturbed unless Tenant is in default beyond all applicable cure periods. Any fee which Landlord's lender or ground lessor may charge for such agreement shall be paid by Landlord. In the terms event of any material modification act or amendment omission of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgageconstituting a default by Landlord, Tenant shall not pay to exercise any remedy until Tenant his given Landlord and any installment of Base Rent more than one (I) month in advance mortgagee, ground lessor or sale-leaseback lessor of the Demised Premises that has provided Tenant with written notice of its interest in the Demised Premises and a notice address for each such party a prior thirty (30) day written notice of such act or omission and until a reasonable period of time to allow Landlord or the mortgagee, ground lessor or sale-leaseback lessor to remedy such act or omission shall have elapsed following the giving of such notice; provided, however, if such act or omission cannot, with due date thereofdiligence and in good faith, unless be remedied within such thirty (30) day period, then Landlord Lender or any such mortgagee, ground lessor or sale-leaseback lessor shall consent be allowed such further period of time as may be reasonably necessary provided that it commence remedying the same with due diligence and in good faith within said thirty (30) day period. If any Mortgagee shall succeed to the rights of Landlord under this Lease or to ownership of the Demised Premises, whether through possession or foreclosure or the delivery of a deed to the Demised Premises, then, upon written request of such prepaymentmortgagee so succeeding to Landlord's rights hereunder, Tenant shall attorn to and recognize such mortgagee, ground lessor or sale-leaseback lessor as Tenant's landlord under this Lease, and shall promptly execute and deliver any instrument that such mortgagee may reasonably request to evidence such attornment (whether before or after making of the mortgage, ground lease or sale-leaseback lease). In the event of any other transfer of Landlord's interest hereunder, upon the written request of the transferee and Landlord, Tenant shall attorn to and recognize such transferee as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such transferee and Landlord may reasonably request to evidence such attornment.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, as renewed, modified, and/or extended from time to time, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, as renewed, modified, and/or extended from time to time, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Concurrently with the execution of this Lease, and in the future with respect to any documentation reasonably required by any TF Lender or future Landlord’s Mortgagee, at the Tenant’s request, Landlord shall work in good faith with Tenant Lenderand its lender to negotiate mutually acceptable terms and conditions of a commercially reasonable Subordination, which are Attornment and Non-Disturbance Agreement (“SNDA”) from Landlord’s Mortgagee, in a form reasonably acceptable to Landlord Landlord, Tenant, and Landlord’s Mortgagee. Tenant shall be responsible for any Landlord Lender, to confirm the priority fee charged by Lender for delivery of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one SNDA (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentcurrently $2,500.00).

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Project, or any lessor of a ground or underlying lease with respect to the Building, this Lease and the rights of Tenant hereunder are expressly will be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any mortgage or deed of trust constituting a lien on which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord's fee interest and estate in any of said items, is specified as Security. Notwithstanding the Premises ("foregoing, Landlord Mortgage") and reserves the right to subordinate any renewals, extensions, modifications, consolidations and replacements thereof, which now such ground leases or hereafter affect all underlying leases or any portion of the Premises (except such liens to the extent that This Lease. If any such instrument expressly provides that this Lease ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is superior foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant agrees to it); provided that attorn to and become the holder tenant of the Landlord Mortgage ("Landlord Lender") agrees such successor in writing not to disturb Tenant, which event Tenant's right to possession and use of the Premises and Tenant's will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease so long as there shall be no Event of Default on behalf and the obligations of Tenant hereunderhereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to deliver, upon demand by Landlord and in the form reasonably required by Landlord, any Landlord Lender at any time and from time to time all such additional documents reasonably requested by Landlord evidencing the priority or Landlord's Lender, which are reasonably acceptable to Tenant subordination of this Lease and Tenant's Lender, attornment agreement with respect to confirm any such ground lease or effect underlying leases or the lien of any such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that mortgage or deed of trust. If Tenant fails to sign and return any such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute documents within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagereceipt, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month will be in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdefault hereunder.

Subordination. This 16.1.1. Unless a Mortgagee otherwise shall elect as provided in subsection 16.2, the Tenant’s rights under this Lease are and the rights of Tenant hereunder are expressly shall remain subject and subordinate to the lien operation and effect of any mortgage or mortgage, deed of trust or other security instrument constituting a lien upon the Premises, and/or the Project, whether the same shall be in existence on Landlord's fee interest in the Premises date hereof or created hereafter ("Landlord any such lease, mortgage, deed of trust or other security instrument being referred to herein as a “Mortgage") ,” and any renewals, extensions, modifications, consolidations and replacements thereof, which now the party or hereafter affect all or any portion parties having the benefit of the Premises (except same, whether as beneficiary, trustee or noteholders being referred to the extent that any such hereinafter collectively as “Mortgagee”). The Tenant’s acknowledgment and agreement of subordination as provided for in this section is self-operative and no other instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there subordination shall be no Event of Default on behalf of required; however, the Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendershall execute, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request therefor, a document providing for such further assurance thereof and for such other matters as shall be requisite or as may be requested from time to time by the Landlord or any documentation reasonably required by any TF Lender or Tenant LenderMortgagee. Within fifteen (15) days of full execution of this Lease, which are reasonably acceptable to Landlord and any Landlord LenderTenant agree to execute a Subordination, to confirm Attornment and Non-Disturbance Agreement in substantially the priority form attached hereto as Exhibit H, being the form of such lender's interests. Notwithstanding the provisions of this Section 17.1agreed as approved by Xxxxx Bank, the holder current first Mortgagee of any the Project. Landlord Mortgage and Tenant hereby agree to which this execute a Collateral Assignment of Lease in substantially the form attached hereto as Exhibit E being the form of such agreed upon by Landlord and Tenant and approved by Prudent Capital I, LP, a lender to K.P. Sports, Inc. Landlord and Tenant further agree to execute such other Collateral Assignment of Lease is subject and subordinate shall have substantially the rightsame form as Exhibit E as may be requested by a lender of K.P. Sports, at its sole optionInc. Upon request of a lender of Tenant, at any time, to subordinate and subject Landlord will provide Tenant’s lender with essentially the same information requested by Landlord Mortgage, of Tenant in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms form of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.estoppel certificate attached hereto as Exhibit I.

Subordination. This Lease and If the rights of Tenant hereunder are expressly subject and subordinate to the lien holder or holders of any ground or underlying lease, mortgage or deed of trust constituting a lien on Landlord's fee interest in which affects the Premises ("Landlord MortgageEncumbrance") shall require that this Lease be prior and superior to the lien of such Encumbrance, within fifteen (15) 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 the holder of such Encumbrance deems necessary or desirable for such purposes. Provided that the applicable holder of the Encumbrance executes, acknowledges and delivers a commercially reasonable subordination, nondisturbance and attornment agreement, 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 the Property or any renewals, extensions, modifications, consolidations and consolidations, replacements or extensions thereof, which now for the full amount of all advances made or hereafter affect 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, and within fifteen (15) days after Landlord's written request, Tenant shall execute any commercially reasonable instruments, releases or any portion other documents required by Landlord or the holder of the Premises (except Encumbrance to make this Lease subordinate to any lien of the extent that any such instrument expressly provides Encumbrance. If Tenant fails to do so, it shall be deemed that this Lease is superior subordinated. Any instrument describing such lease or mortgage or deed of trust to it); provided that which this Lease may be subordinated shall include, as a condition precedent to Tenant's obligation to execute same, commercially reasonable nondisturbance provisions to the effect that, notwithstanding such subordination, the holder of the Landlord Mortgage ("Landlord Lender") Encumbrance agrees in writing not that so long as Tenant faithfully discharges all obligations on its part to disturb Tenant, Tenant's right to possession be kept and use of the Premises and Tenant's rights performed under this Lease so long as there shall in accordance with its terms, its tenancy will not be no Event affected by any default under such lease or mortgage or deed of Default on behalf of Tenant hereunder. Tenant agrees to execute trust, and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that event of termination of such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any lease or foreclosure or sale under any Landlord Mortgage (power of sale or transfer by deed in lieu thereof)of sale, or any transfer of Landlord's interest, all rights, benefits, privileges and remedies of Tenant under this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestseffect. Notwithstanding anything to the provisions of contrary set forth in this Section 17.1paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the holder Premises at any sale or other proceeding or pursuant to the exercise of any Landlord Mortgage to which this Lease is subject and subordinate shall have the rightother rights, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole powers or in part, to this Lease by recording a unilateral declaration to remedies under such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentEncumbrance.

Subordination. 7.1 This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate to each and every ground or underlying lease of the Real Property or the Building heretofore or hereafter made by Landlord (collectively the “Superior Leases”) and to each and every trust indenture and mortgage (collectively the “Mortgages”) which may now or hereafter affect the Real Property, the Building or any such Superior Lease and the leasehold interest created thereby, and to all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof or thereto, substitutions therefor, and advances made thereunder. This clause shall have be self-operative and no further instrument of subordination shall be required to make the rightinterest of any lessor under a Superior Lease, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording trustee or mortgagee of a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound Mortgage superior to the terms interest of Tenant hereunder. In confirmation of such subordination, however, Tenant shall execute promptly. any material modification or amendment of this Lease entered into after certificate solely to confirm such subordination that Landlord may reasonably request If the date of such Landlord Mortgageexpiration of any Superior Lease shall be the same day as the Expiration Date, unless such Landlord Lender has consented the Term shall end and expire twelve (12) hours prior to such material modification or amendmentthe expiration of the Superior Lease. Tenant hereby covenants and agrees that after the date of such Landlord Mortgagethat, except as expressly provided herein, Tenant shall not pay do anything that would constitute a default under any Superior Lease or Mortgage, or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any installment of Base Rent more than one (I) month in advance of the due date thereofforegoing, unless provided that Landlord Lender shall consent have given prior written notice to Tenant of the applicable terms of such prepaymentSuperior Lease or Mortgage. If, in connection with the financing of the Real Property, the Building or the interest of the lessee under any Superior Lease, any lending institution shall request reasonable modifications of this Lease that do not materially increase the obligations or materially and adversely affect the rights of Tenant under this Lease, Tenant covenants to promptly make such modifications. Landlord shall use reasonable efforts to obtain a non-disturbance agreement in favor of Tenant from Landlord’s lender on their standard form, provided, however, that effectiveness of this Lease shall not be contingent on Landlord obtaining any such non-disturbance agreement.

Subordination. (a) This Lease and Tenant’s interest hereunder shall have priority over, and be senior to, the rights lien of Tenant any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to its Mortgage, and if Landlord consents to such subordination, this Lease and Tenant’s interest hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") such Mortgage and any to all renewals, extensions, modifications, consolidations replacements, consolidations, and replacements thereof, which now or hereafter affect extensions thereof and to any and all or any portion of advances made thereunder and the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderinterest thereon. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderthat, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any documentation reasonably instrument or other document required by any TF Lender such Mortgagee to subordinate this Lease and its interest in the Leased Premises to the lien of such Mortgage. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and if Landlord consents thereto, this Lease shall have priority over the lien of such Mortgage and all renewals, modifications, replacements, consolidations, and extensions thereof and all advances made thereunder and the interest thereon, and Tenant Lendershall, which are reasonably acceptable to Landlord within ten (10) days after receipt of a written request therefor from Landlord, execute, acknowledge and deliver any Landlord Lender, to confirm and all documents and instruments confirming the priority of such lender's intereststhis Lease. Notwithstanding the provisions of this Section 17.1In addition, the holder Mortgagee of any Landlord a Mortgage to which has priority over this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord lien of its Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectthat effect among the applicable Land Records. Tenant hereby agrees that In any Landlord Lender event, however, if this Lease shall have priority over the lien of a first Mortgage, this Lease shall not be bound become subject or subordinate to the terms lien of any material modification or amendment of this Lease entered into after the date of such Landlord subordinate Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, and Tenant shall not pay to Landlord execute any installment of Base Rent more than one (I) month in advance subordination documents or instruments for any subordinate Mortgagee, without the written consent of the due date thereof, unless Landlord Lender shall consent to such prepaymentfirst Mortgagee.

Subordination. This Xxxxxx agrees that this Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage mortgage, trust deed or deed of trust constituting a lien on Landlord's fee like encumbrance heretofore or hereafter placed by Landlord or its successors in interest upon its interest in the Premises ("to secure the payment of monies loaned, interest thereon and other obligations. Xxxxxxxx agrees to provide Tenant a Non-Disturbance Agreement from the holder of any future mortgage, trust deed or like encumbrance. The terms of any Non-Disturbance Agreement provided by Landlord Mortgage") shall also contain such covenants, conditions, restrictions, limitations, exceptions and any renewalsthe like as are reasonably necessary and customary for the protection and balancing of the competing interests of the Tenant, extensionsthe Landlord’s Lender and Landlord. Such Non-Disturbance Agreement shall also provide that no assignment or transfer of Landlord’s rights hereunder to a lending institution as collateral security in connection with such encumbrance and no foreclosure sale or transfer in lieu of foreclosure shall affect Tenant’s right to possession, modifications, consolidations use and replacements thereof, which now or hereafter affect all or any portion occupancy of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant is not in default hereunder. Tenant The failure by Landlord to obtain such Non-Disturbance Agreement shall not affect the subordination of this Lease to any such encumbrance. Xxxxxx agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderdeliver, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsrequest by Landlord, any and all instruments desired by Landlord subordinating in the manner requested by Landlord to such mortgage, trust deed or like encumbrance. Notwithstanding Tenant further appoints Landlord as its attorney-in-fact for the provisions Term to execute, on behalf of this Section 17.1Tenant, the holder of any Landlord Mortgage to which such instruments subordinating this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectmortgage, trust deed or like encumbrance. In the event of the sale of the real property of which the Premises are a part upon foreclosure or upon the exercise of a power of sale, Tenant hereby agrees that any Landlord Lender shall not be bound will, upon written request of the purchaser, attorn to the terms of any material modification or amendment of purchaser and recognize the purchaser as Landlord under this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease and the all rights of Tenant hereunder are expressly subject shall be, at the option and designation of Landlord, subordinate or superior to any lease of the lien of Building or Land (an Underlying Lease) and to any mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect all the Building or any portion of the Premises (except to the extent that any such instrument expressly provides that Land. If Landlord designates this Lease is as subordinate or superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantany Underlying Lease or Mortgage, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further agreements of Default on behalf subordination or superiority shall be required but, in confirmation of such subordination or superiority, Tenant hereunder. Tenant agrees to execute shall promptly execute, acknowledge and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or agreement that Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessor under any Landlord Mortgage Underlying Lease (Lessor) or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Mortgage (Mortgagee) or any of their respective assigns or successors in interest may reasonably request to evidence such subordination or superiority. If any Lessor or Mortgagee (or any purchaser at a foreclosure sale) succeeds to the rights of Landlord Mortgage under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (a Successor Landlord), Tenant shall, upon request, attorn to which and recognize the Successor Landlord as Tenant's landlord under this Lease is subject and subordinate shall have promptly execute and deliver any agreement that the rightSuccessor Landlord may reasonably request to evidence such attornment. If a Lessor, at its sole optionMortgagee or Successor Landlord requires that an agreement of subordination, at any timesuperiority or attornment be executed by Tenant in accordance with this Section, Tenant's failure to subordinate and subject the Landlord Mortgage, in whole or in part, to do so within 15 days after Landlord's request shall be deemed an event of default under this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease is and the rights of Tenant hereunder are shall be expressly subject and subordinate at all times to the lien of any present or future mortgage or deed of trust constituting a lien on Landlord's encumbering fee interest in title to the Premises ("Landlord Mortgage") and Leased Premises. If any renewalssuch mortgage or deed of trust be foreclosed, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion upon request of the Premises (except mortgagee or beneficiary, as the case may be, Tenant will attorn to the extent purchaser at the foreclosure sale. The foregoing provisions are declared to be self- operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that any such instrument expressly provides that subordination of this Lease is superior to it); provided any present or future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary, or purchaser at foreclosure, as the case may be, agreeing that the holder Tenant’s occupancy of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Leased Premises and Tenant's other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed, as the case may be, so long as there Tenant is not in Default under this Lease. Within ten business days following receipt of a written request from Landlord, Tenant shall be no Event execute and deliver to Landlord, without cost, any customary instrument reasonably acceptable to Tenant that Landlord deems reasonably necessary or desirable to confirm the subordination of Default on behalf this Lease. Prior to or promptly following the execution of Tenant hereunder. Tenant agrees this Lease, Landlord shall use commercially reasonable efforts to cause the current mortgagee relative to the Leased Premises to execute and deliver to Landlord a subordination, non-disturbance and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably attornment agreement in a form acceptable to Tenant in its commercially reasonable discretion, and upon the agreement as to such form it shall be attached hereto as Exhibit F (the “SNDA”); provided, however, Tenant shall be responsible, at Tenant's Lender’s expense, for recording such SNDA in the appropriate real estate records (unless Landlord’s lender requires recordation (in which case the expense of recording shall be a Landlord expense)) and, if requested by Landlord, terminating such SNDA of record upon the expiration or earlier termination of this Lease; and provided, further, that if Landlord, Tenant, and Landlord’s lender are unable to confirm or effect such subordination including, without limitation, agree on an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)after good faith negotiations, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender it shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenta default by either party hereunder.

Subordination. Subject to Tenant’s receipt of a commercially reasonable SNDA, This Lease and Tenant’s interest in the rights of Tenant hereunder are expressly Premises shall be subject and subordinate to the lien all ground and underlying leases and all mortgages, deeds of any mortgage trusts or deed of trust constituting other security agreements (each, a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"“Security Instrument”) and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect the Premises and to any and all advancements to be made thereunder and to all renewals, modifications, consolidations, replacements, and extensions thereof, whenever made or recorded. Notwithstanding the foregoing, Landlord shall obtain, (a) within sixty (60) days after the mutual execution and delivery of this Lease with respect to any portion existing Security Instrument and (b) within sixty (60) days following the date of any new Security Instrument, a commercially reasonable subordination, non-disturbance and attornment agreement (“SNDA”). The form of SNDA attached hereto as Exhibit F and the provisions thereof are hereby deemed acceptable to Landlord and Tenant. If Landlord fails to obtain an SNDA in accordance with the immediately preceding sentence, Tenant may terminate this Lease upon notice to Landlord prior to receiving the SNDA. Tenant shall reasonably cooperate with Landlord and any lender which is acquiring a security interest in the Premises or the Lease. Tenant shall execute such further commercially reasonable documents and assurances as such lender may require, provided that Tenant’s obligations under this Lease shall not be increased in any material way (the performance of ministerial acts shall not be deemed material), and Tenant shall not be deprived of its rights under this Lease. Tenant’s right to quiet possession of the Premises (except to during the extent that any such instrument expressly provides that this Lease is superior to it); provided that Term shall not be disturbed if Tenant pays the holder rent and performs all of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights ’s obligations under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderand is not otherwise in default beyond applicable notice and cure periods. Tenant agrees If any ground lessor, beneficiary or mortgagee elects to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize have this Lease superior to the lien of its ground lease, deed of trust or mortgage and the rights gives written notice thereof to Tenant, subject to Tenant’s receipt of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)a SNDA, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender be deemed superior to such ground lease, or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which mortgage whether this Lease is subject and subordinate shall have the right, at its sole option, at any time, dated prior or subsequent to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgagesaid ground lease, unless such Landlord Lender has consented to such material modification deed of trust or amendment. Tenant hereby agrees that after mortgage or the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date recording thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”) so long as the holder of the Mortgage or Primary Lease agrees not to disturb Tenant’s use and enjoyment of the Premises provided that Tenant is not in default of its obligations under this Lease beyond any applicable cure period. Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of by so notifying Tenant in writing. Provided the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant requirements set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)above are satisfied, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder shall be self-operative and no further instrument of any Landlord Mortgage to which this Lease is subject and subordinate subordination shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagebe required; however, in whole confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in partrecordable form if required, as a Landlord’s Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Landlord shall deliver to Tenant a subordination, non-disturbance, and attornment agreement(s) from its Landlord Mortgagee(s) in a form reasonably acceptable to Tenant within five (5) business days following the date of such Landlord enters into a Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to any underlying ground leases, mortgages, charges and deeds of trust which affect the lien Leased Premises and are of public record as of the Commencement Date, and to all renewals, modifications, consolidations, supplements, replacements and extensions thereof. However, if the lessor under any mortgage such lease or any Lender holding such mortgage, charge or deed of trust constituting a lien on shall advise Landlord that it desires or requires this Lease to be prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor or Lender deems necessary or desirable to make this Lease prior thereto. At Landlord's fee interest in ’s election, this Lease shall become and thereafter remain subject and subordinate to any and all future mortgages, charges or deeds of trust affecting the Leased Premises ("Landlord Mortgage") which may hereafter be executed and placed of public record after the Commencement Date, or any renewals, extensions, modifications, consolidations and consolidations, supplements, replacements or extensions thereof, which now for the full amount of all advances made or hereafter affect all or any portion of the Premises (except to be made thereunder and without regard to the extent that any time or character of such advances, so long as the Lender holding the security instrument expressly provides that to which this Lease is superior to it); provided be subordinated agrees that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb it will recognize Tenant, Tenant's right to possession and use of the Premises and Tenant's ’s rights under this Lease and not disturb its quiet possession of the Leased Premises so long as there shall be no Event of Default on behalf of Tenant is not in default hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderagrees, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) business days after Landlord’s written request any documentation reasonably required by any TF Lender or Tenant Lendertherefor, which are reasonably acceptable to execute, acknowledge and deliver to Landlord any and any all documents or instruments requested by Landlord Lender, or such Lender as may be reasonably necessary or proper to confirm assure the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after the date to any such mortgage, charge or deed of trust; provided that such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant documents and instruments shall not pay impose upon Tenant obligations other than those set forth in this Lease and further provided that Tenant has received or contemporaneously receives a written document in form and substance reasonably sufficient to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent evidence such Lender’s agreement to such prepaymentrecognize Tenant’s rights as above provided.

Subordination. This Lease and the The rights of Tenant hereunder under this Lease are expressly subject and shall be, at the option of Landlord, either subordinate or superior to the lien of any mortgage or deed of trust (including a consolidated mortgagee or deed of trust) constituting a lien on the Premises, Building or Project, or Landlord's fee interest in therein or any part thereof, whether such mortgage or deed of trust has heretofore been, or may hereafter be, placed upon the Premises ("Landlord Mortgage") by Landlord, and to any renewals, extensions, modifications, consolidations and replacements thereof, which now ground or hereafter affect all master lease if Landlord's title to the Premises or any portion part thereof is or shall become a leasehold interest. To further assure the foregoing subordination or superiority, Tenant shall, upon Landlord's request, together with the request of any mortgagee under a mortgage or beneficiary under a deed of trust or ground or master lessor, execute any instrument (including without limitation an amendment to this Lease that does not materially and adversely affect Tenant's rights or duties under this Lease), or instruments intended to subordinate this Lease, or at the Premises (except option of Landlord, to the extent that make it superior to any mortgage, deed of trust, or ground or master lease. Notwithstanding any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantsubordination, Tenant's right to possession and use of occupy the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees pursuant to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in effect for the full force and effect Term as long as Tenant is not in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsdefault hereunder. Notwithstanding anything to the provisions contrary in this Lease, this Lease shall not be subject to or subordinate to any ground or underlying lease or to any lien, mortgage, deed of trust, or security interest now or hereafter affecting the Premises, nor shall Tenant be required to execute any documents subordinating this Section 17.1Lease, unless the ground lessor, lender, or other holder of any Landlord Mortgage the interest to which this Lease is subject would or shall be subordinated executes a recognition and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to nondisturbance agreement which (i) provides that this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of terminated so long as Tenant is not in default under this Lease entered into after and (ii) recognizes all of Tenant's rights hereunder, (subject to normal and customary restrictions imposed by lenders in connection therewith, including without limitation agreement that the date of such Landlord Mortgage, unless such Landlord Lender has consented lender will not be required to such material modification honor security deposits not delivered to lender by its borrower or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent be bound by rental paid more than one (I) month in advance of or by amendments executed without the due date thereof, unless Landlord Lender shall consent to such prepaymentlender's consent).

Subordination. (a) This Lease and Tenant's interest hereunder shall have priority over, and be senior to, the rights lien of Tenant any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to its Mortgage, and if Landlord consents to such subordination, this Lease and Tenant's interest hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") such Mortgage and any to all renewals, extensions, modifications, consolidations replacements, consolidations, and replacements thereof, which now or hereafter affect extensions thereof and to any and all or any portion of advances made thereunder and the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderinterest thereon. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderthat, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any documentation reasonably instrument or other document required by any TF Lender such Mortgagee to subordinate this Lease and its interest in the Leased Premises to the lien of such Mortgage, provided any such instrument or other document is in form and content as would be customary in the industry and does not materially modify or amend the terms and conditions of this lease. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and if Landlord consents thereto, this Lease shall have priority over the lien of such Mortgage and all renewals, modifications, replacements, consolidations, and extensions thereof and all advances made thereunder and the interest thereon, and Tenant Lendershall, which are reasonably acceptable to Landlord within ten (10) days after receipt of a written request therefor from Landlord, execute, acknowledge and deliver any Landlord Lender, to confirm and all documents and instruments confirming the priority of this Lease, provided any such lender's interests. Notwithstanding instrument or other document is in form and content as would be customary in the provisions industry and does not materially alter the terms and conditions of this Section 17.1lease. In addition, the holder Mortgagee of any Landlord a Mortgage to which has priority over this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord lien of its Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectthat effect among the applicable Land Records. Tenant hereby agrees that In any Landlord Lender event, however, if this Lease shall have priority over the lien of a first Mortgage, this Lease shall not be bound become subject or subordinate to the terms lien of any material modification or amendment of this Lease entered into after the date of such Landlord subordinate Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, and Tenant shall not pay to Landlord execute any installment of Base Rent more than one (I) month in advance subordination documents or instruments for any subordinate Mortgagee, without the written consent of the due date thereof, unless Landlord Lender shall consent to such prepaymentfirst Mortgagee.

Subordination. This Lease City's approval of the necessary land use entitlements that authorize Owner to develop, operate, and maintain the Project was based upon Owner's obligation to provide no less than the thirty nine (39) Affordable Units pursuant to the State Density Bonus Law and the rights terms and conditions of Tenant hereunder are expressly subject this Agreement. For the Project Rental Period, this Agreement and subordinate the Regulatory Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing (each a "Deed of Trust") recorded against the Property or any portion thereof. Notwithstanding the preceding sentence, a Deed of Trust obtained by Owner for the acquisition of the Property or development of the Project thereon, or both, from a reputable lender (collectively, "Lenders") that is regularly engaged in the business of making or owning loans of similar types to the financing provided to Owner for the Project (hereinafter, the "Priority Obligations"), shall, upon request of Owner or the beneficiary of a Deed of Trust securing any Priority Obligation (hereinafter, the "Holder"), have priority over this Agreement if: (i) Holder obtains City's approval, which shall not be unreasonably withheld or delayed, prior to executing the Deed of Trust securing a Priority Obligation, and (ii) Holder and City execute in recordable form a subordination agreement in the form attached hereto as Exhibit “M”, or such other form (or other necessary document) as may be approved by the City Attorney, confirming subordination of this Agreement to the lien of any mortgage or deed the Deed of trust constituting a lien on Landlord's fee interest in Trust securing the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of Priority Obligation. The City Manager shall have the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default authority on behalf of Tenant hereunder. Tenant agrees City to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all a subordination agreement in such documents form as reasonably requested approved by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such the City Attorney. Any subordination including, without limitation, an SNDA substantially agreement must preserve the affordability requirements herein in the form attached as Exhibit E; provided event of a default on the Deed of Trust securing a Priority Obligation, it being expressly understood and agreed by Owner that such Landlord Lender agrees to recognize this Lease and state law requires preservation of affordability covenants in connection with the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions approval of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdensity bonus project.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Property, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). This clause shall be self-operative, which now or hereafter affect all but no later than ten (10) business days after written request from Landlord or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord a Mortgage ("Landlord Lender") agrees in writing not to disturb Tenanteach, Tenant's a “Mortgagee” and collectively, “Mortgagees”), Tenant shall execute a commercially reasonable subordination agreement. As an alternative, a Mortgagee shall have the right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested subordinate its Mortgage to this Lease. No later than ten (10) business days after written request by Landlord or Landlord's Lenderany Mortgagee, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination includingshall, without limitationcharge, an SNDA substantially attorn to any successor to Landlord’s interest in the form attached as Exhibit E; provided that such Landlord Lender agrees this Lease. Tenant hereby waives its rights under any current or future Law which gives or purports to recognize give Tenant any right to terminate or otherwise adversely affect this Lease and the rights obligations of Tenant set forth herein for so long as there shall be no Event hereunder in the event of Default on behalf of any such foreclosure proceeding or sale. Should Tenant hereunder. Notwithstanding fail to sign and return any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute such documents within said ten (10) days after request any documentation reasonably required by any TF Lender business day period, Tenant shall be in default hereunder. Concurrently with its execution and delivery of this Lease, Landlord shall deliver to Tenant a non-disturbance, subordination and attornment agreement from Landlord’s existing lenders, if any, with respect to the Building, using Landlord’s or Tenant Lendersuch lenders’ commercially reasonable form(s), which are and in form and substance reasonably acceptable to Landlord Tenant, which provides that so long as Tenant is not in Default under the terms of this Lease, Tenant’s quiet possession and any Landlord Lender, to confirm the priority of such lender's interestsoccupancy will not be disturbed. Notwithstanding the provisions of this Section 17.1, the holder of foregoing or any Landlord Mortgage to which provision in this Lease is subject and subordinate shall have to the rightcontrary, at its sole option, at any time, Tenant’s obligation to subordinate its leasehold interest and subject the Landlord Mortgage, in whole or in part, attorn to this Lease by recording any Mortgagee shall be expressly conditioned upon Tenant’s receipt of a unilateral declaration to commercially reasonable non-disturbance agreement from such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentMortgagee.

Subordination. This As a condition precedent to Tenant’s obligations under this Lease, Landlord shall deliver to Tenant concurrently with the execution of this Lease by Landlord a subordination and non-disturbance agreement in form and substance acceptable to Tenant pursuant to which tenant subordinates its interest in this lease and each lender holding an interest superior to this Lease agrees that if there is not an uncured event of default by Tenant under this Lease, then upon foreclosure or other acquisition by any such lender, Tenant’s right to continue in possession of the rights of Leased Premises shall not be disturbed. Similarly, Tenant hereunder are expressly subject and shall subordinate its interest under this Lease to the lien of any mortgage or future deed of trust constituting or other lien but only if and when the prospective lienholder furnishes to Tenant a lien on Landlord's fee interest subordination and non-disturbance agreement in the Premises ("Landlord Mortgage") form and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except substance reasonably satisfactory to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute that a subordination and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially non-disturbance agreement in the form attached hereto as Exhibit E; provided that such Landlord Lender agrees I, or in a substantially similar form, is and will be reasonably satisfactory to recognize this Lease and Tenant. However, notwithstanding the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the foregoing provisions of this Section 17.135, the holder of Tenant agrees that any Landlord Mortgage to which this Lease is subject and subordinate such mortgagee shall have the rightright at any time to subordinate any such deeds of trust, at mortgages or other instruments of security to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its sole optiondiscretion. Provided Tenant has been provided with a non-disturbance agreement reasonably acceptable to Tenant, Tenant further agrees, upon demand by Landlord’s mortgagee at any time, before or after the institution of any proceedings for the foreclosure of any such deeds of trust, mortgages or other instruments of security, or sale of the Building pursuant to subordinate and subject the Landlord Mortgageany such deeds of trust, in whole mortgages or in partother instruments of security, to this Lease by recording a unilateral declaration attorn to such effect. Tenant hereby agrees that purchaser upon any Landlord Lender shall not be bound such sale and to the terms of any material modification or amendment of recognize such purchaser as “Landlord” under this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Without the necessity of any additional document being executed by Tenant for tile purpose of effecting a subordination, and at the election of Landlord or any mortgage or beneficiary with a deed of trust encumbering the Building and/or the Project, or any lessor of a ground or underlying lease with respect to the Building, this Lease and the rights of Tenant hereunder are expressly will be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any mortgage or deed of trust constituting a lien on which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord's fee interest and estate in any of said items, is specified as security. Notwithstanding the Premises ("foregoing, Landlord Mortgage") and reserves the right to subordinate any renewals, extensions, modifications, consolidations and replacements thereof, which now such ground leases or hereafter affect all underlying leases or any portion of the Premises (except such liens to the extent that this Lease. If any such instrument expressly provides that this Lease ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is superior foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord successor in interest, Tenant agrees to it); provided that attorn to and become the holder tenant of the Landlord Mortgage ("Landlord Lender") agrees such successor in writing not to disturb Tenant, which event Tenant's right to possession and use of the Premises and Tenant's will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease so long as there shall be no Event of Default on behalf and the obligations of Tenant hereunderhereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to deliver, upon demand by Landlord and in the form reasonably required by Landlord, any Landlord Lender at any time and from time to time all such additional documents reasonably requested by Landlord evidencing the priority or Landlord's Lender, which are reasonably acceptable to Tenant subordination of this Lease and Tenant's Lender, attornment agreement with respect to confirm any such ground lease or effect underlying leases or the lien of any such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that mortgage or deed of trust. If Tenant fails to sign and return any such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute documents within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagereceipt, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month will be in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdefault hereunder.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on Landlord's fee interest in the Premises “Mortgage”), or any ground lease, master lease, or primary lease ("Landlord Mortgage") and any renewalseach, extensionsa “Primary Lease”), modifications, consolidations and replacements thereof, which that now or hereafter affect covers all or any portion part of the Premises (except to the extent that mortgagee under any such instrument expressly provides that this Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is superior referred to itherein as a “Landlord’s Mortgagee”); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Any Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option’s Mortgagee may elect, at any time, unilaterally, to subordinate and subject the Landlord make this Lease superior to its Mortgage, Primary Lease, or other interest in whole the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such commercially reasonable documentation, in partrecordable form if required, as a Landlord’s Mortgagee may request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding the foregoing, Landlord shall obtain a subordination, non-disturbance and attornment agreement from any existing Landlord’s Mortgagee on Landlord’s Mortgagee’s standard form, which form is attached as Exhibit I. Landlord represents and warrants that as of the date of such Landlord Mortgagehereof, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgageonly Landlord’s Mortgagee is Wxxxx Fargo Bank, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of N.A., as Trustee for the due date thereofCredit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass Through Certificates, unless Landlord Lender shall consent to such prepaymentSeries 2007-TFL1.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on Landlord's fee interest in the Premises “Mortgage”), or any ground lease, master lease, or primary lease ("Landlord Mortgage") and any renewalseach, extensionsa “Primary Lease”), modifications, consolidations and replacements thereof, which that now or hereafter affect covers all or any portion part of the Premises (except the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”). Landlord shall use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from any future Landlord’s Mortgagee, in such future Landlord’s Mortgagee’s form; however, Landlord’s failure to deliver any such subordination, non-disturbance and attornment agreement shall not constitute a default by Landlord hereunder nor affect the extent subordination of this Lease as provided in this Section; and further provided that any costs associated with obtaining such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantsubordination, Tenant's right to possession non-disturbance and use of the Premises and Tenant's rights under this Lease so long as there attornment agreement shall be no Event of Default on behalf of paid by Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) 15 days after Landlord’s written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's intereststherefor. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole optionAny Landlord’s Mortgagee may elect, at any time, unilaterally, to subordinate and subject the Landlord make this Lease superior to its Mortgage, Primary Lease, or other interest in whole or the Premises by so notifying Tenant in partwriting. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, to this Lease by recording a unilateral declaration to in confirmation of such effectsubordination. Tenant hereby agrees that any shall execute and return to Landlord Lender shall not be bound (or such other party designated by Landlord) within ten business days after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the date Landlord’s Mortgagee so elects, the subordination of such Landlord Mortgage, unless such Landlord Lender has consented Landlord’s Mortgagee’s Mortgage or Primary Lease to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the lien property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof (collectively, “Mortgages”); provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or 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 shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other holder of the Mortgage in question a written undertaking in favor of Tenant to the effect that such lender or other holder will not disturb Tenant’s right of possession and will recognize all of Tenant’s rights under this Lease if Tenant is not then or thereafter in default (beyond applicable notice and cure periods) of any covenant or provision of this Lease. Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request a subordination, non-disturbance and attornment agreement in a commercially reasonable form to assure the non-disturbance protection and subordination of this Lease to any such mortgages, deed of trust, or leasehold estates (hereinafter, an “SNDA”). Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), 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 shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Lease; Tenant shall, 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 documentation reasonably required by notices of Landlord’s default under this Lease to any TF Lender mortgagee or deed of trust beneficiary whose address has been provided to Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such lender's interestsnotice within which to cure any such default. Notwithstanding Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section 17.1, Lease and the holder obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord Mortgage represents and warrants to which this Lease is subject and subordinate shall have the rightTenant that, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms as of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgagethis Lease, unless such Landlord Lender has consented to such material modification there are no Mortgages encumbering the Premises or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentProject.

Subordination. This Lease and Forest Owner shall ensure that any deed, mortgage, lien, lease, or other encumbrance on or affecting the rights Property that arises subsequent to the date of Tenant hereunder are expressly subject and this Agreement is recorded shall be subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsthis Agreement.; provided, extensionshowever, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Forest Owner is not in default of any Forest Owner Obligation, Forest Owner may request that this Subsection 7(e) be amended as set forth below in exchange for Forest Owner's contribution of additional CRTs to the Buffer Pool in an amount which matches the additional contribution that would have been made at the time of the execution of this Agreement and for each subsequent year thereafter had Forest Owner chosen at that time to execute a version of the project implementation agreement which would have made this Agreement automatically subordinate to subsequent deeds and mortgages, as shown in Exhibit G attached hereto. The additional contribution to the Buffer Pool shall be no Event an ongoing obligation of Default on behalf Forest Owner for the remainder of Tenant hereunderthe Term. Tenant agrees So long as Forest Owner is not in default of any Forest Owner Obligation, including but not limited to execute and deliver its contributions to Landlord and any Landlord Lender at any time and the Buffer Pool, Forest Owner may request from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially that Reserve execute the "Subordination of Project Implementation Agreement" in the form attached hereto as Exhibit E; provided that such Landlord Lender agrees H. Reserve's consent to recognize this Lease and execute the rights "Subordination of Tenant set forth herein for Project Implementation Agreement" in the form attached hereto as Exhibit H shall not be unreasonably withheld so long as there Forest Owner has contributed the required additional CRTs to the Buffer Pool. From and after the recordation of the "Subordination of Project Implementation Agreement", this Subsection 7(e) shall be no Event of Default deleted and shall be replaced in its entirety with the following new Subsection 7(e): "Subordination. This Agreement shall be subordinate to any deed or mortgage on behalf of Tenant hereunderor affecting the Property that arises subsequent to the date this Agreement. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), Forest Owner acknowledges that Reserve would not agree to this Lease shall remain in full force and effect Subsection 7(e) without Forest Owner's additional contribution to the Buffer Pool in accordance with Exhibit G attached hereto. So long as Forest Owner is not in default of its terms. Landlord and any Landlord Lender shall obligations hereunder, including but not limited to its contributions to the Buffer Pool, Forest Owner may request from time to time that Reserve execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable the "Subordination of Project Implementation Agreement" in the form attached hereto as Exhibit H. Reserve's consent to Landlord and any Landlord Lender, to confirm execute the priority "Subordination of such lender's interests. Notwithstanding Project Implementation Agreement" in the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender form attached hereto as Exhibit H shall not be bound unreasonably withheld." [ALTERNATIVE SUBSECTION 7(e) TO BE USED ONLY WITH ADDITIONAL CONTRIBUTION TO BUFFER POOL AT THE TIME THE AGREEMENT IS SIGNED] [Subordination. This Agreement shall be subordinate to any deed or mortgage on or affecting the Property that arises subsequent to the terms date this Agreement. Forest Owner acknowledges that Reserve would not agree to this Subsection 7(e) without Forest Owner's additional contribution to the Buffer Pool in accordance with Exhibit G attached hereto. So long as Forest Owner is not in default of any material modification or amendment Forest Owner Obligation, including but not limited to its contributions to the Buffer Pool, Forest Owner may request from time to time that Reserve execute the "Subordination of this Lease entered into after Project Implementation Agreement" in the date form attached hereto as Exhibit H. Reserve's consent to execute the "Subordination of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after Project Implementation Agreement" in the date of such Landlord Mortgage, Tenant form attached hereto as Exhibit H shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentbe unreasonably withheld.]

Subordination. (a) This Lease, at Landlord’s option, shall be subordinate to any ground lease (each, a “Primary Lease”), mortgage, deed of trust, or any other hypothecation for security now or hereafter placed upon the Project (each, a “Mortgage”) and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any Mortgagee or ground lessor (each “Landlord’s Mortgagee”) shall elect to have this Lease and the rights of Tenant hereunder are expressly subject and subordinate prior to the lien of its Mortgage or Primary Lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage or Primary Lease, whether this Lease is dated prior or subsequent to the date of said Mortgage or Primary Lease or the date of recording thereof. Any Landlord’s Mortgagee may elect at any mortgage time, unilaterally, to make this Lease subordinate to its Mortgage, Primary Lease, or deed of trust constituting a lien on Landlord's fee other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) business days after written request any documentation therefor such commercially reasonable documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Tenant LenderPrimary Lease (including a subordination, which are reasonably acceptable to Landlord non-disturbance and any Landlord Lenderattornment agreement) or, to confirm if the priority Landlord’s Mortgagee so elects, the subordination of such lender's interests. Notwithstanding the provisions of Landlord’s Mortgagee’s Mortgage or Primary Lease to this Section 17.1Lease, the holder of provided that any Landlord Mortgage to which such documentation subordinating this Lease to a Primary Lease or Mortgage shall contain commercially reasonable non-disturbance provisions for Tenant’s benefit which provide in substance that so long as Tenant is subject not in default under the Lease past applicable cure periods, its use and subordinate shall have occupancy of the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender Premises shall not be bound disturbed notwithstanding any default of Landlord under such Mortgage or Primary Lease. In no event, however, shall Tenant be obligated to the terms of execute any document which alters any material modification or amendment provision of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, as renewed, modified and/or extended from time to time, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, as renewed, modified and/or extended from time to time, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Tenant LenderPrimary Lease (including a subordination, which are reasonably acceptable to Landlord non-disturbance and any Landlord Lenderattornment agreement) or, to confirm if the priority Landlord’s Mortgagee so elects, the subordination of such lender's interestsLandlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding the provisions foregoing, the subordination of this Section 17.1Lease to future Mortgages shall be subject to Tenant’s receipt of a non-disturbance agreement on such Landlord’s Mortgagee’s standard form which provides in substance that so long as Tenant is not in default under the Lease beyond applicable cure periods, its use and occupancy of the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender Premises shall not be bound to the terms disturbed notwithstanding any default of any material modification or amendment of this Lease entered into after the date of Landlord under such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease shall unconditionally be and the rights of Tenant hereunder are expressly at all times remain subject and subordinate to the lien of any mortgage or deed all ground leases, master leases and all mortgages and deeds of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect the Premises, the Property or the Project or Landlord’s interest therein (including any modifications, renewals or extensions thereof and all or any portion amendments thereto) (collectively, referred to as a “Mortgage”), all without the necessity of Tenant’s executing further instruments to effect such subordination. The party having the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder benefit of the Landlord a Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of referred to as a “Mortgagee”. If requested, Tenant hereunder. Tenant agrees to shall execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after Landlord’s request any whatever documentation that may reasonably be required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding further effect the provisions of this paragraph including a Subordination, Nondisturbance and Attornment Agreement (“SNDA”) in the form reasonably required by the applicable Mortgagee. Notwithstanding anything contained in this Lease to the contrary, (1) the obligation for commissions under Section 17.126.19 shall not be binding on, and will not be enforceable against, any of owner’s Mortgagees, and (2) such commission obligation shall be unconditionally subordinate to the lien of any Mortgage, and any commissions otherwise payable under this Lease shall not be due or payable after an event of default under any such mortgage or other security interest. Notwithstanding anything to the contrary contained in this Section 20.2, the holder of any Landlord such Mortgage may at any time subordinate its Mortgage to which this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease is subject shall be deemed prior to such Mortgage without regard to their respective dates of executing, delivery or recording and subordinate in the event such Mortgagee shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, same rights with respect to this Lease by as though this Lease has been executed prior to the executing, delivery and recording a unilateral declaration of such Mortgage and had been assigned to such effectMortgagee. Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from Landlord’s then current Mortgagee on such Mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant hereby agrees that shall be responsible for any fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee’s commercially reasonable form of subordination, non-disturbance and attornment agreement and return the same to Landlord Lender for execution by the Mortgagee. Landlord’s failure to obtain a subordination, non-disturbance 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 anything contained in Section 20.2 to the contrary, Tenant’s agreement to subordinate this Lease to a future Mortgage shall not be effective unless Landlord has provided Tenant with a commercially reasonable non-disturbance agreement from the future Mortgagee. For purposes of the preceding sentence, a non-disturbance agreement shall not be deemed commercially reasonable unless it provides that: (a) so long as no Event of Default exists, this Lease and Tenant’s right to possession hereunder shall remain in full force and effect; (b) the Mortgagee shall have additional time (not to exceed sixty (60) days after written notice from Tenant) to cure any default of Landlord; and (c) neither the Mortgagee nor any successor in interest shall be (i) bound to the terms by (A) any payment of Rent for more than 1 month in advance, or (B) any material modification or amendment of this Lease entered into after made without the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance written consent of the due date thereofMortgagee or such successor in interest; (ii) liable for (A) the return of any security deposit, unless Landlord Lender shall consent letter of credit or other collateral, except to such prepaymentthe extent it was received by the Mortgagee, or (B) any act, omission, representation, warranty or default of any prior landlord (including Landlord); or (iii) subject to any offset or defense that Tenant might have against any prior landlord (including Landlord), except those offset rights expressly provided in this Lease.

Subordination. Landlord represents that there is currently no Mortgage (or ground lease) on the Building or the Land. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage Mortgage hereafter placed on the Building or deed the Land, and to any and all advances made thereunder, interest thereon or costs incurred in connection therewith. Without the consent of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsTenant, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of any such Mortgage shall have the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession elect to be subject and use of the Premises subordinate to this Lease, such subordination to be effective upon such terms and Tenant's rights under this Lease so long conditions as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, holder may direct which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in not inconsistent with the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunderprovisions hereof. Notwithstanding any foreclosure or sale under any Landlord such Mortgage (or transfer by deed in lieu thereof), this Lease (pursuant to a subordination, non-disturbance and attornment agreement as provided below or otherwise at the option of the holder of the Mortgage, the purchaser at a foreclosure sale or grantee of deed in lieu of foreclosure) shall remain in full force and effect and Tenant shall attorn to the holder or the purchaser at any such sale or foreclosure or the grantee of any such deed. So long as there is no Event of Default, Tenant’s agreement to subordinate the Lease to a future Mortgage as set forth above shall be conditioned on Landlord causing the holder of such Mortgage to execute and deliver a subordination, non-disturbance and attornment agreement on such mortgagee’s customary form, which shall provide that, so long as this Lease is in accordance full force and effect and there exists no Event of Default hereunder, Tenant’s rights under this Lease shall not be disturbed by reason of such subordination or by reason of foreclosure of such Mortgage, or exercise of the statutory power of sale, or receipt of deed in lieu of foreclosure. Upon any attornment as set forth above, this Lease shall continue in full force and effect as a direct lease between such mortgagee, purchaser or grantee, as a successor landlord, and Tenant, upon all the terms, conditions and covenants set forth herein, except that such mortgagee, purchaser or grantee (unless formerly the Landlord under this Lease) shall not be (a) bound by any payment of Rent for more than one month in advance; (b) bound by any amendment or modification of this Lease made without the consent of the holder of the Mortgage; (c) liable in any way to Tenant for any prior act or omission, neglect or default on the part of Landlord under this Lease, (d) obligated to perform any work or improvements to be done by Landlord in the Leased Premises; or (e) subject to any counterclaim or set off which theretofore accrued to Tenant against Landlord. Tenant further agrees that this Lease shall be subject and subordinate to any amendment hereafter made to the recorded instruments referenced in Section 3.07, and to any other instrument by which Landlord may subject the Building and the Land to easements in connection with its termsthe development, redevelopment, alteration, improvement, operation, maintenance or repair thereof, provided the same do not interfere (in a manner inconsistent with the operation of Comparable Buildings in Downtown Boston) with Tenant’s use of the Leased Premises for the Permitted Uses or unreasonably interfere with Tenant’s rights and benefits expressly set forth in the Lease. Landlord and any Landlord Lender The provisions of this Section 4.11 shall execute within be self-operative, with no further instrument of subordination being required. Within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant LenderLandlord’s request, which are reasonably acceptable to Landlord and Tenant shall execute, acknowledge and deliver any Landlord Lender, documents reasonably appropriate to confirm such provisions. No owner of the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which Leased Premises shall be liable under this Lease except for breaches of Landlord’s obligations occurring while such person is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance owner of the due date thereof, unless Landlord Lender shall consent to such prepaymentLeased Premises.

Subordination. This Landlord and Tenant agree that simultaneous with the Acquisition Closing, the parties shall enter into a subordination, nondisturbance and attornment agreement with the Mortgagee that finances Landlord’s acquisition of the Land (on its own behalf and on behalf of any purchaser at foreclosure) mutually acceptable to the parties thereto and complying with the requirements set forth in the next succeeding sentence. At the option of any existing or future Mortgagee, such Lease and the rights of Tenant hereunder are expressly subject and may at any time during its continuation be made superior or subordinate to the lien of any mortgage one or deed more mortgages affecting the Property; provided, however, that the foregoing provisions with respect to such subordination shall not be effective unless such Mortgagee shall execute with Tenant a non-disturbance and attornment agreement whereby such Mortgagee (on its own behalf and on behalf of trust constituting a lien on Landlord's fee interest in the Premises any purchaser at foreclosure) agrees ("Landlord Mortgage"a) to recognize and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that honor this Lease is superior and Tenant’s rights hereunder, (b) to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to ’s possession and use of the Premises and or otherwise interfere with or disturb any of Tenant's ’s rights under this Lease so long as there Lease, and (c) that all insurance proceeds and condemnation awards shall be applied as set forth in this Lease; provided that if Tenant has terminated this Lease pursuant to a right to do so, any insurance proceeds or condemnation awards payable to Landlord in accordance with the terms of this Lease may be used to pay down Landlord’s debt to such Mortgagee. If a Mortgagee or any other person acquires title to the Property pursuant to the exercise of any remedy provided for in a Mortgage granted by Landlord, Tenant covenants and agrees to attorn to Mortgagee or such person as its new Landlord, and the Lease shall continue in full force and effect as a direct lease between Tenant and such Mortgagee or such other person upon all terms, covenants, conditions and agreements set forth in the Lease. However, in no Event event shall assignee or such person be (i) bound by any payment of Default on behalf rent made by Tenant to the Landlord for more than one (1) month in advance; or (ii) bound by any amendment or modification or termination of Tenant hereunderthe Lease affecting the interest of Mortgagee made without the written consent of Mortgagee after notice of such Mortgagee’s Mortgage is delivered to Tenant; or (iii) liable for any act or omission of any prior landlord (including Landlord) that is not continuing; or (iv) liable for any offsets, credits or other claims against rentals for any prior periods and/or against any other party or landlord (including Landlord). Tenant agrees to execute all tenant estoppel certificates and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents attornment agreements as Mortgagee shall reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentrequire.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or ground lease, mortgage, deed of trust constituting a or other lien on Landlord's fee interest in presently existing or hereafter placed upon the Leased Premises ("Landlord Mortgage") or upon the Building or any part thereof, and to any renewals, extensions, modifications, consolidations extensions and replacements refinancings thereof, which might now or hereafter affect all constitute a lien upon the Building or any portion part thereof, and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the Premises (except to the extent Leased Premises, but Tenant agrees that any such instrument expressly provides that ground lessor, mortgagee and/or beneficiary of any deed of trust or other lien ("Landlord's Mortgagee") and/or Landlord shall have the right at any time to subordinate such ground lease, mortgage, deed of trust or other lien to this Lease is superior on such terms and subject to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees such conditions as such Landlord's Mortgagee may deem appropriate in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderits discretion. Upon demand Tenant agrees to execute such further instruments subordinating this Lease, as Landlord may request, and deliver such nondisturbance and attornment agreements, as any such Landlord's Mortgagee shall request, in form satisfactory to Landlord Landlord's Mortgagee and any Landlord Lender at any time and from time Tenant. Upon foreclosure of the Building or upon acceptance of a deed in lieu of such foreclosure, Tenant hereby agrees to time all attorn to the new owner of such documents reasonably property after such foreclosure or acceptance of a deed in lieu of foreclosure, if so requested by Landlord such new owner of the Building. Notwithstanding any contrary provision contained herein, the subordination of this Lease to any mortgage deed of trust or Landlordother lien hereafter placed upon the Leased Premises or the Building or any part thereof and Tenant's Lenderagreement to attorn to the holder of such mortgage, which are reasonably deed of trust or other lien as provided in this Paragraph 13 shall be conditioned upon such holder's entering into a non-disturbance and attornment agreement mutually acceptable to Tenant and TenantLandlord's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentMortgagee.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be and the rights of Tenant hereunder are expressly is hereby declared to be subject and subordinate to at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the lien of Premises and/or the land upon which the Premises and Project are situated, or both; and (b) any mortgage or deed of trust constituting a lien on which may now exist or be placed upon the Building, the Project and/or the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord's fee interest or estate in any of said items which is specified as security. Notwithstanding the Premises ("foregoing, Landlord Mortgage") and shall have the right to subordinate or cause to be subordinated any renewals, extensions, modifications, consolidations and replacements thereof, which now such ground leases or hereafter affect all underlying leases or any portion such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the Premises (except successor in interest to the extent that any such instrument expressly provides that this Lease is superior to it); Landlord provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees Tenant shall not be disturbed in writing not to disturb Tenant, Tenant's right to its possession and use of the Premises and Tenant's rights under this Lease by such successor in interest so long as there shall be no Event of Default on behalf of Tenant hereunderis not in default under this Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within Within ten (10) days after request by Landlord, Tenant shall execute and deliver any documentation reasonably required by any TF Lender additional documents evidencing Tenant's attornment or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the date form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of such Landlord Mortgagetrust, unless such Landlord Lender has consented subject to such material modification nondisturbance requirement If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement for the benefit of Tenant reflecting the foregoing from any ground landlord, mortgagee or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagebeneficiary, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereofat Tenant's expense, unless Landlord Lender shall consent subject to such prepaymentother terms and conditions as the ground landlord, mortgagee or beneficiary may require.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate 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 or estate in the Building, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust constituting a lien on Landlord's fee elects to have Tenant’s interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except this Lease be superior to the extent that any such instrument expressly provides that instrument, then, by notice to Tenant, this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantshall be deemed superior, Tenant's right to possession and use of the Premises and Tenant's rights under whether this Lease so long as there shall be no Event of Default on behalf of was executed before or after said instrument. Notwithstanding the foregoing, Tenant hereunder. Tenant covenants and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after of Landlord’s request any documentation reasonably required by any TF Lender such further instruments evidencing such subordination or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment superiority of this Lease entered into after as may be required by Landlord. As of the date hereof, a lien encumbers Landlord’s interest in the Building in favor of Sumitomo Mitsui Banking Corporation. At Tenant’s cost, Landlord shall provide Tenant with a non-disturbance, subordination, and attornment agreement in favor of Tenant in the form attached hereto as Exhibit G (the “SNDA”) within sixty (60) days following Tenant’s execution and delivery thereof to Landlord. Upon written request by Tenant, Landlord will use reasonable efforts to obtain at Tenant’s cost a non-disturbance, subordination and attornment agreement from a subsequent mortgagee on a commercially reasonable form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such Landlord Mortgageagreement, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees it being agreed that after the date of such Landlord Mortgage, Tenant shall not pay be responsible for any fee or review costs charged by such mortgagee, Landlord’s failure to obtain a non-disturbance, subordination and attainment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless and Tenant or be considered to be a default by Landlord Lender shall consent to such prepayment.hereunder,

Subordination. This Tenant's rights and interests under this Lease and the rights of Tenant hereunder are expressly shall be (i) subject and subordinate to any existing or future mortgages, deeds of trust, overxxxxx, xx similar instruments covering the Premises and to all advances, modifications, renewals, replacements, and extensions ("Mortgages") provided Tenant receives from each Mortgagee (which shall include ground lessor) a Non-Disturbance Agreement whereby Tenant's rights to possess the Premises shall not be disturbed in the event of a foreclosure of the applicable Mortgage, or (ii) if the Mortgagee elects, prior to the lien of any mortgage present or deed future Mortgagee. Tenant further shall attorn to and recognize any successor landlord, whether through foreclosure or otherwise, as if the successor landlord were the originally named Landlord. Tenant concurrently shall give Mortgagee the same notices given to Landlord, and Mortgagee shall have the same opportunity and rights to cure as is available to Landlord to cure a default provided Mortgagee shall have an additional thirty (30) days after the expiration of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, cure period within which now to commence a cure or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long longer period as there shall may be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination necessary including, without limitation, an SNDA substantially any period of time reasonably required for the Mortgagee to obtain possession of the Property or the Premises from Landlord. Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. Although this Section shall be self-executing and no further instrument shall be necessary, Landlord agrees to give Tenant written notice of any Mortgages, and Tenant shall execute and deliver any instruments Landlord reasonably requires for the above purposes, provided that Tenant receives a Non-Disturbance Agreement from the Mortgagee as set forth above. An assignment of lease or similar document shall not result in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and assignee having any liability until the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsassignee takes possession. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound foregoing to the terms of contrary, Landlord shall use reasonable efforts to obtain a so-called "non-disturbance agreement" for Tenant from any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentexisting and future mortgagees.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate Landlord shall use commercially reasonable efforts to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord Tenant a subordination non-disturbance and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA attornment agreement substantially in the form attached hereto as Exhibit EI (the "Initial SNDA") executed by Landlord's Mortgagee concurrently with Tenant's execution of this Lease. This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a "Mortgage"), or any ground lease, master lease, or primary lease (each, a "Primary Lease"), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "Landlord's Mortgagee"); provided, that Landlord shall obtain a subordination non-disturbance and attornment agreement from any future Landlord's Mortgagee in the standard form provided that by such future Landlord Mortgagee, which requires such Landlord Lender agrees Mortgagee to recognize accept this Lease Lease, and the rights of Tenant set forth herein for not to disturb Tenant's possession, so long as there shall be no an Event of Default on behalf has not occurred and be continuing, to be executed by Landlord, Tenant and Landlord's Mortagee. Any Landlord's Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Notwithstanding any foreclosure or sale under any shall execute and return to Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of therefor such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagedocumentation, in whole or in partrecordable form if required, as a Landlord's Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord's Mortgagee's Mortgage or Primary Lease (including a commercially reasonable subordination, non-disturbance and attornment agreement) or, if the date Landlord’s Mortgagee so elects, the subordination of such Landlord Mortgage, unless such Landlord Lender has consented Landlord’s Mortgagee’s Mortgage or Primary Lease to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Notwithstanding the foregoing, the subordination of this Lease to future Mortgages shall be subject to Tenant’s receipt of a non-disturbance agreement reasonably acceptable to Tenant which provides in substance that so long as Tenant is not in default under the Lease past applicable cure periods, its use and occupancy of the Premises shall not be disturbed notwithstanding any default of Landlord under such Mortgage. Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of therefor such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagedocumentation, in whole or in partrecordable form if required, as a Landlord’s Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. 18 Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the date Landlord’s Mortgagee so elects, the subordination of such Landlord Mortgage, unless such Landlord Lender has consented Landlord’s Mortgagee’s Mortgage or Primary Lease to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Upon delivery of a non-disturbance and attornment agreement which is reasonably satisfactory to Tenant, Tenant agrees; (a) that, except as hereinafter provided, this Lease is, and the all of Tenant’s rights of Tenant hereunder are expressly and shall always be, subject and subordinate to any mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the lien right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon the Leased Space or the Building, or any part thereof and all advances made or to be made thereunder and extensions thereof; and (b) that if the holder of any mortgage such Mortgage (“Mortgagee”) or deed if the purchaser at any foreclosure sale or at any sale under a power of trust constituting a lien on Landlord's fee interest sale contained in any Mortgage shall at its sole option so request, Tenant will, attorn to, and recognize such Mortgagee or purchaser, as the Premises ("case may be, as Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion under this Lease for the balance then remaining of the Premises (except term of this Lease, subject to all terms of this Lease, Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent that any such instrument expressly provides that set forth therein, and thereupon this Lease is superior shall be deemed prior to it); provided such Mortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording and in that event, to the holder extent set forth in such written document such Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under as though this Lease so long had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as there shall be no Event of Default on behalf of the case may be, Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time upon written request, and from time to time all such documents time, will execute and deliver without charge and in form reasonably requested by satisfactory to Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm the Mortgagee or effect the purchaser all instruments and/or documents that may be required to acknowledge such subordination includingand/ or agreement to attorn, without limitation, an SNDA substantially in recordable form within ten (10) business days following a request therefor from Landlord. The foregoing subordination and attornment provisions are subject to the form attached as Exhibit E; provided Mortgagee’s agreement that such Landlord Lender Mortgagee agrees to recognize this Lease and to allow Tenant to remain in possession of the Leased Space and exercise all of its rights of Tenant set forth herein for under the Lease so long as there shall be no Tenant does not suffer an Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect this Lease or Tenant’s right of possession is not terminated in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions terms of this Section 17.1, the holder of Lease. Tenant shall agree to any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, reasonable changes to this Lease as may be required by recording a unilateral declaration to such effect. Tenant hereby agrees that Mortgagee, which changes do not materially alter the non-economic terms, or alter in any Landlord Lender shall not be bound to way the terms of any material modification or amendment economic terms, of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. With respect to any future Mortgagee, which now or hereafter affect all or any portion by electing to have this Lease subordinate to its Mortgage, agrees that so long as no Default exists under this Lease, Tenant’s possession and quiet enjoyment of the Premises (except shall not be disturbed and this Lease shall not terminate in the event of the foreclosure of any such Mortgage, to which this Lease has been subordinated pursuant to this Section. This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination and attornment agreement in favor of the extent 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 any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such instrument expressly provides that this Lease is superior to it)purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the holder of foregoing shall not release the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderapplicable prior landlord from any liability for those obligations. Tenant agrees to execute acknowledges that Landlord’s Mortgagees and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which their successors-in-interest are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions intended third party beneficiaries of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment13.1.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of all ground or underlying leases and to any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"Mortgage(s) and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect the Land, and to all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); renewals, modifications, consolidations, replacements and extensions thereof, provided that the holder of the Landlord Mortgage ("Landlord Lender") Mortgagee agrees in writing writing, in a commercially reasonable form, that, in the event of foreclosure or deed in lieu of foreclosure under the Mortgage, it shall not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under terminate this Lease during the Term so long as there shall be no Event of Default on behalf exists under this Lease (such agreement being referred to as an "SNDA"). Without limiting the generality of Tenant hereunder. the preceding sentence, Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, that an SNDA substantially in the form attached to and made a part of this Lease as Exhibit E; provided that such F is commercially reasonable and will be satisfactory to Tenant. Within thirty (30) days after the Date of Lease, Landlord Lender agrees shall obtain an SNDA in conformance with this Section from the existing Mortgagee with respect to recognize the Land. If Landlord fails to do so, Tenant's sole recourse shall be to terminate this Lease, in which event Landlord shall promptly return to Tenant any prepaid Rent and the Security Deposit previously received by Landlord and Landlord shall reimburse Tenant for its actual out of pocket expenses for the negotiation of this Lease and the rights preparation of Tenant set forth herein for so long as there Plans under the Work Agreement, not to exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate and thereafter the parties shall be no Event relieved of Default on behalf all further liability under this Lease.. In the event of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay attorn to and recognize the purchaser at foreclosure as Landlord under this Lease and such agreement shall be set forth in the SNDA. Tenant shall promptly execute and deliver the SNDA upon request by Landlord. Despite anything contained in this Section, before any installment of Base Rent more than one (I) month in advance of foreclosure sale under a Mortgage, the due date thereof, unless Landlord Lender Mortgagee shall consent have the absolute right to such prepaymentsubordinate the Mortgage to this Lease.

Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the underlying land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the land or the Building, or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, and to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which Mortgage now or hereafter affect all or encumbering any portion of the Premises (except Building, and to all advances made or hereafter to be made upon the extent that any such instrument expressly provides that this Lease is superior to it)security thereof; provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantprovided, however, Tenant's right to possession during this Lease term shall not be disturbed provided Tenant pays all rent and use of the Premises performs all obligations imposed hereunder and Tenant's rights is not in default under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderLease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are ground lease instruments reasonably acceptable to Tenant subordinating this Lease to any such ground lease and to the lien of any such Mortgage, as may be requested in writing by Landlord from time to time. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to the Tenant's Lender, subordinate its Mortgage to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender this lease. Tenant agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon the Landlord Mortgage by Tenant, provided that prior to which this Lease is subject such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and subordinate leases, or otherwise) of the address of such Mortgagees and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the righttime provided for in this Lease, at its sole optionthen if said Mortgagees notify Tenant in writing that Mortgagees elect to cure such default said Mortgagees shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, at any if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any Mortgagee has commenced and is diligently pursuing the remedies necessary to subordinate and subject cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the Landlord Mortgage, in whole or in part, time allowed as aforesaid for said mortgagee to this Lease by recording a unilateral declaration to cure such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender defaults has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgageexpired without cure, Tenant shall have no right to, and shall not, 13 terminate this Lease on account of default. This Lease may not pay be modified or amended so as to Landlord reduce the rent or shorten the term, or so as to adversely affect in any installment of Base Rent more than one (I) month in advance other respect to any material extent the rights of the due date thereofLandlord, unless Landlord Lender nor shall consent to such prepaymentthis Lease be cancelled or surrendered, without the prior written consent, in each instance, of the ground lessor or the mortgagee.

Subordination. Tenant shall receive subordination, non-disturbance, recognition and attornment agreements reasonably satisfactory in form and substance to Tenant from Landlord’s current lender which holds a mortgage lien on the Property and any other party, present or future, who is a mortgagee, lienholder or ground lessor of Landlord (collectively, the “SNDRA Requirement”), and Tenant shall execute such agreements and deliver the same to Landlord within five (5) days of Tenant’s receipt thereof. The subordination, non-disturbance, recognition and attornment agreement (“SNDRA”) from Landlord’s current lender which holds a mortgage lien on the Property is attached as Exhibit O, is hereby deemed as satisfactory to meet the SNDRA Requirement, and shall be executed and delivered by all parties thereto simultaneously with execution of this Lease. This Lease and the Tenant’s rights of Tenant hereunder are expressly under this Lease shall be subject and subordinate at all times in lien and priority to any mortgage or other primary encumbrance, now or hereafter placed upon or affecting the Property or the Premises, and to all renewals, modifications, consolidations and extensions thereof, provided that the SNDRA Requirement is met. Provided that the SNDRA Requirement is met, Tenant shall execute and deliver upon demand any further instrument or instruments, reasonably satisfactory in form and substance to Tenant, confirming the subordination of this Lease to the lien of any mortgage such first Mortgage or deed to the lien of trust constituting a lien on Landlord's fee interest in any other Mortgage, if requested to do so by Landlord with the Premises ("Landlord Mortgage") consent of the first Mortgagee, and any renewalsfurther instrument or instruments of attornment reasonably satisfactory in form and substance to Tenant that may be desired by any such Mortgagee or Landlord, extensionsprovided, modificationshowever, consolidations that any holder of such lien or Mortgage agrees not to disturb the use and replacements thereof, which now or hereafter affect all or any portion occupancy of the Premises (except to in accordance with the extent that any such instrument expressly provides that terms of this Lease is superior to it); provided that upon any foreclosure. Notwithstanding the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantforegoing, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender Mortgagee may at any time and from time subordinate its Mortgage to time all such documents reasonably requested this Lease, without Tenant’s consent, by Landlord or Landlord's Lender, which are reasonably acceptable giving notice in writing to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), thereupon this Lease shall remain in full force be deemed prior to such Mortgage without regard to their respective dates of execution and effect in accordance delivery. In that event such Mortgagee shall have the same rights with its terms. Landlord respect to this Lease as though this Lease had been executed prior to the execution and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable delivery of the Mortgage and had been assigned to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsMortgagee. Notwithstanding the provisions foregoing, Tenant’s failure to furnish an SNDRA substantially similar to Exhibit O within five (5) days following Landlord’s delivery of a notice to Tenant stating that Tenant failed to provide such instrument during the initial five (5) day request period shall constitute an event of default under this Section 17.1, Lease. Landlord represents that the holder only Mortgage applicable to the Property as of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord date hereof is: Open-End Mortgage, Assignment of Rents and Leases, Security Agreement and Financing Statement dated December 21, 2007 executed by Landlord in whole or favor of Bank of America, N.A., as recorded in partthe Office of the Bucks County Recorder of Deeds, to this Lease by recording a unilateral declaration to such effectBucks County, Pennsylvania on January 2, 2008 as Document No. Tenant hereby agrees 2008000462, Mortgage Book 5652, page 1023, and that any Landlord Lender shall not be bound there are no ground leases applicable to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentProperty.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”); provided, however, that with respect to any Mortgage placed on the Building after the date hereof (a “future Mortgage”), the subordination of this Lease to such Mortgage shall be subject to the delivery by Landlord's fee ’s Mortgagee of an agreement, in the customary form of Landlord’s Mortgagee, not to disturb Tenant’s possession of the Premises and recognize Tenant’s rights under this Lease. Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except by so notifying Tenant in writing. Subject to the extent that any such instrument expressly provides that first sentence of this Lease is superior clause (a) with respect to it); provided that future Mortgages, the holder provisions of the Landlord Mortgage ("Landlord Lender"this Section 12(a) agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of therefor such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagedocumentation, in whole or in partrecordable form if required, as a Landlord’s Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement; an “SNDA”) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Without limiting the effectiveness of the above provisions, Landlord shall use reasonable efforts to obtain an SNDA from any current mortgagee of the Building on such current mortgagee’s standard form within forty-five (45) days of the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Lease and the all rights of Tenant hereunder are expressly subject shall be, at the option and designation of Landlord, subordinate or superior to any lease of the lien of Building or Land (an Underlying Lease) and to any mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect all the Building or any portion of the Premises (except to the extent that any such instrument expressly provides that Land. If Landlord designates this Lease is as subordinate or superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantany Underlying Lease or Mortgage, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further agreements of Default on behalf subordination or superiority shall be required but, in confirmation of such subordination or superiority, Tenant hereunder. Tenant agrees to execute shall promptly execute, acknowledge and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or agreement that Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessor under any Landlord Mortgage Underlying Lease (Lessor) or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Mortgage (Mortgagee) or any of their respective assigns or successors in interest may reasonably request to evidence such subordination or superiority. If any Lessor or Mortgagee (or any purchaser at a foreclosure sale) succeeds to the rights of Landlord Mortgage under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (a Successor Landlord), Tenant shall, upon request, attorn to which and recognize the Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any agreement that the Successor Landlord may reasonably request to evidence such attornment. If a Lessor, Mortgagee or Successor Landlord requires that an agreement of subordination, superiority or attornment be executed by Tenant in accordance with this Section, Landlord shall notify Tenant of such request and Tenant shall deliver such agreement to Landlord within 20 days after its receipt of Landlord’s request therefor. If Tenant fails to deliver such an agreement within the 20-day period then Landlord shall notify Tenant of such failure (Second Notice). If Tenant fails to deliver such agreement within 5 days after Tenant’s receipt of the Second Notice then Tenant’s failure to do so shall be deemed an Event of Default under this Lease. Anything to the contrary in this Section 17 notwithstanding, if Landlord is subject and subordinate shall have the rightunable to obtain a “non-disturbance” agreement from a future, at its sole optionproposed Lessor or Mortgagee as set forth below, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to then this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound subordinated to such Lessor’s lease or such Mortgagee’s mortgage. The non-disturbance agreement shall provide that if as a result of the exercise of their rights they acquire Landlord’s interest in and to the terms of any material modification or amendment Premises, then as Successor Landlord they shall recognize the validity and continuance of this Lease entered into after and shall not disturb Tenant’s possession of the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Premises so long as Tenant shall not pay be in default of this Lease beyond any applicable cure period and such non-disturbance agreement may also contain provisions then generally accepted by prudent institutional lenders making loans on buildings and land comparable to Landlord any installment of Base Rent more than one (I) month the Building and Land in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentmetropolitan Minneapolis-St. Xxxx area.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to to: (a) any reciprocal easement agreements or any other easements affecting the Premises and (b) the lien of any mortgage mortgage, which Landlord may now or deed of trust constituting a lien on Landlord's fee interest in hereafter place upon the Premises ("Landlord Mortgage") Premises, and all terms, conditions and provisions thereof, to all advances made, and to any renewals, extensions, modifications, consolidations and modifi- cations or replacements thereof, which now or hereafter affect all or any portion provided Tenant's quiet enjoyment of the Premises (except is not disturbed. In the event that the Landlord's lender shall agree to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use sale or other conveyance of the Premises pursuant to the exercise of any rights and Tenant's rights remedies under this Lease so long as there a mortgage affecting the Premises or otherwise, such sale shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees made subject to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long hereunder, provided Tenant's quiet enjoyment of the Premises is not disturbed. Tenant agrees to attorn to the Landlord's lender or such person who may acquire title as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)its new Landlord, this and the Lease shall remain continue in full force and effect as a direct lease between Tenant and Landlord's lender or such other person, upon all the terms, covenants and agreements set forth in accordance with its termsthis Lease, provided Tenant's quiet enjoyment of the Premises is not disturbed. Tenant shall cooperate and use commercially reasonable efforts to execute or obtain execution of such instruments as Landlord may deem necessary to effectuate said subordination, sale, foreclosure, and any Landlord Lender shall execute adornment within ten (10) business days after request of Landlord's request. Such instruments may require Tenant to notify the Landlord's lender of defaults by Landlord hereunder, to make rental payments to the Landlord's lender upon proper notice, and to allow the Landlord's lender a reasonable time to cure defaults hereunder, if Landlord has not done so. Landlord shall obtain a subordination, non-disturbance and attornment agreement from the current Landlord's lender in the form attached hereto as Exhibit E within thirty (30) days of the execution of this Lease by both Landlord and Tenant, and Landlord shall use best efforts to obtain a sub- ordination, non-disturbance and attornment agreement from any documentation reasonably required by any TF Lender future Landlord's lender, in a form substantially similar to Exhibit E or Tenant Lender, which are reasonably acceptable to Landlord Tenant and such Landlord's lender or other institutional lenders. The subordination of Tenant's rights hereunder to any Landlord Lender, to confirm the priority of future Landlord's lender shall be conditioned upon such future Landlord's lender's interestsexecution and delivery of a subordination, non-disturbance and attornment agreement in a form substantially similar to Exhibit E or reasonably acceptable to Tenant and such Landlord's lender or other institutional lenders. Notwithstanding If Tenant fails to execute a subordination, non-disturbance and attornment agreement in substantially the provisions same form as Exhibit E within ten (10) business of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Landlord's request,Tenant hereby agrees that any appoints Landlord Lender shall not be bound as its attorney-in-fact to the terms of any material modification or amendment of this Lease entered into after the date of execute such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month document in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant's place.

Subordination. This Subject to any Mortgagee providing the Tenant with the SNDA, this Lease and all rights of the Tenant hereunder (including but not limited to the rights of Tenant hereunder and interest arising under Sections 2.05, 2.06, 3.02, 3.03, 3.04, 3.05 8.01 and 8.02) are expressly unconditionally subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") mortgage, and any renewals, extensions, modifications, consolidations and replacements thereof, which amendments thereto (including any related financing instruments) now or hereafter affect all or encumbering the Premises. Subject to any portion of Mortgagee providing the Premises (except to Tenant with the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb TenantSNDA, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.19.02 shall be self-operative and no further instrument of subordination shall be required. To confirm such subordination, the Tenant shall promptly furnish, at its expense, a subordination in the form of the SNDA. The “SNDA” shall mean with regard to the current Mortgagee as of the Effective Date of this Lease, the form of Subordination, Non-Disturbance and Attornment Agreement as set forth in Exhibit “E” (which Tenant agrees is an SNDA satisfactory to the Tenant), and with regard to any subsequent Mortgagee, a subordination, non-disturbance and attornment agreement in a form reasonably approved by the Tenant, which approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, any holder of a mortgage affecting the Premises may elect from time to time (whether or not in connection with any Landlord Mortgage to which foreclosure of such mortgage) that this Lease is subject shall have priority over such mortgage, and subordinate effective immediately upon notification to the Tenant of such election, this Lease shall be deemed to have priority over said mortgage and shall survive any foreclosure thereof. The Landlord and the Tenant agree on or before the Effective Date, and as a condition precedent to the effectiveness of this Lease, the SNDA must be executed by the Landlord and Tenant, and delivered to the Mortgagee. In the event that either (i) the Landlord has not deposited with the Escrow Agent or the Mortgagee, all funds or letters of credit required by the terms of this Lease to be funded or deposited on or prior to the Effective Date, or (ii) the Mortgagee has not timely delivered the executed SNDA to the Tenant on or prior to the Effective Date, then the Tenant shall have the right, at its sole option, at any time, right to subordinate and subject the Landlord Mortgage, in whole or in part, to unilaterally terminate this Lease by recording delivering written notice at any time after the Effective Date (regardless of whether such notice is delivered on a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound Business Day, Saturday, Sunday or Holiday) to the terms Landlord and the Mortgagee and such termination shall be effective immediately upon delivery by the Tenant of any material modification or amendment such notice; provided, however, if the Tenant is provided written notice that the conditions in (i) and (ii) in the preceding sentence are satisfied prior to the Tenant’s delivery of a termination notice, the Tenant’s right to terminate this Lease entered into after the date shall automatically expire and be of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentno further force and effect.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, which now or hereafter affect all or any portion but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Premises Mortgagee within 10 Business Days following Landlord’s request; provided, however, Tenant acknowledges and agrees that any such agreement shall, among other things, recognize that: (i) the Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease; (ii) the Mortgagee shall not be liable for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to the Mortgagee; (iii) the Mortgagee will not be bound by any such instrument expressly provides that option to purchase with respect to the Building or Project; any right of first refusal with respect to the Building or Project, any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Building or Project which is inconsistent with the terms of the Mortgage; and (iv) the Mortgagee shall not be bound by any amendment to this Lease is made without the Mortgagee’s consent. If Tenant fails to return to Landlord an executed subordination agreement satisfying the requirements of this Section 24.1 within the foregoing 10-Business Day period, Landlord shall make a second request to Tenant, and if Tenant fails to deliver an executed subordination agreement within 5 days thereafter, in addition to Landlord’s other rights and remedies provided in this Lease, Tenant shall pay to Landlord a late fee of $100.00 for each day beyond such 5 day period, that Tenant fails to deliver an executed subordination agreement to Landlord. In lieu of having the Mortgage be superior to it); provided that this Lease, a Mortgagee shall have the holder right at any time to subordinate its Mortgage to this Lease. If requested by a successor-in-interest to all or a part of Landlord’s interest in the Lease, Tenant shall, without charge, attorn to the successor-in-interest. Notwithstanding the foregoing or anything to the contrary contained herein, concurrently with the execution of this Lease, Landlord shall use commercially reasonable efforts to cause the existing Mortgagee to enter into its form subordination, non-disturbance and attornment agreement prior to the commencement of construction of the Landlord’s Work, which provides in substance that so long as Tenant is not in default under the terms of this Lease, its tenancy and all of its rights hereunder will not be disturbed throughout the Term of this Lease. Tenant shall have no rights or remedies nor shall Landlord Mortgage ("be in default if Landlord Lender") agrees is unsuccessful in obtaining such agreement. In addition, Tenant’s agreement to subordinate its interest to any future Mortgages is expressly conditioned upon the Mortgagee agreeing in writing to not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's ’s rights under this Lease so following a transfer of Landlord’s interest in the Lease to the Mortgagee as long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant is not in default under this Lease beyond all applicable cure periods and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound attorn to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentMortgagee.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and lease shall be subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee that may hereinafter be placed upon the premises and to any and all advances to be made thereunder and to the interest in the Premises ("Landlord Mortgage") thereon and any to all renewals, extensionsreplacements and extensions thereof. Lessee shall upon written demand by Lessor, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender such instruments as may be required at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and subordinate the rights and interest of Tenant set forth herein for so long as there shall be no Event Lessee under this lease to the lien of Default on behalf any mortgage placed upon the leased premises or upon the real property of Tenant hereunder. Notwithstanding which the leased premises are a part, at any foreclosure time and from time to time, whether before or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions commencement of this Section 17.1lease during the term thereof. FIRE CLAUSE If the building where the leased premises are located shall, during the holder term of any Landlord Mortgage this lease, be so damaged by fire, storm, tornado or explosion as to which this Lease is subject and subordinate substantially destroy either the leased premises or the building where the leased premises are located, then Lessor shall have the rightoption either to terminate the lease, at its sole optionor to rebuild and restore the premises to good and tenantable conditions for the Lessee's occupancy. In the event Lessor elects to terminate the lease under such circumstance, at any timethen Lessee shall vacate the leased premises and shall be under no further obligation for the payment of rental. In the event Lessor elects to restore and rebuild the building and premises, then the rental shall be abated proportionately for the period of time that the Lessee is deprived of possession which such rebuilding and repair is being accomplished. In the event damage shall occur to subordinate the building from such fire or other hazard during the term of this lease, and subject if the Landlord Mortgagesame does not result in the substantial destruction of either the leased premises or the building where the leased premises are located then the Lessor shall be obligated to restore the leased premises to good, in whole or in partserviceable, and tenantable condition, equal to this Lease by recording a unilateral declaration the condition of the leased premises immediately prior to such effectdamage, and under such circumstances, Lessee shall be entitled to a just and proportionate reduction in the rental until the leased premises has been restored and put in such pre-existing condition. Tenant hereby agrees that any Landlord Lender UTILITIES AND MAINTENANCE Lessee shall not be bound pay all bills for light, heat, water and power furnished to the terms of any material modification or amendment of this Lease entered into after leased premises. Lessee shall provide, and pay for the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendmentjanitorial service for leased premises. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant Lessee shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenthis telephone bills and all other bills.

Subordination. Landlord represents and warrants to Tenant that, as of the date of this Lease, the Project is not encumbered by a deed of trust. This Lease and the Tenant’s interest and rights of Tenant hereunder are expressly hereby made and shall be subject and subordinate at all times to the lien of any mortgage Mortgage now existing or deed of trust constituting a lien hereafter created on Landlord's fee interest in or against the Premises ("Landlord Mortgage") Project or the Premises, and any all amendments, restatements, renewals, extensions, modifications, consolidations consolidations, refinancing, assignments and replacements extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided, however that Tenant receives a commercially reasonable non-disturbance agreement which now or hereafter affect all or any portion of the Premises (except to the extent provides, among other things, that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there is no Default hereunder, this Lease shall not be no Event terminated and Tenant’s right to possession of Default on behalf the Premises shall not be disturbed by the Holder of Tenant hereunderany such Mortgage. Tenant agrees to execute and deliver to Landlord and agrees, at the request of the Holder of any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's LenderMortgage, to confirm or effect attorn to any such subordination includingHolder; provided, without limitation, an SNDA substantially in the form attached as Exhibit E; provided however that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination, and such instruments of attornment as shall be no Event requested by any such Holder, provided any such instruments are commercially reasonable and contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of Default on behalf the Premises as set forth in Section 24 and this Section 27. Tenant hereby appoints Landlord attorney-in-fact for Tenant irrevocably (such power of attorney being coupled with an interest) to execute, acknowledge and deliver any such instrument and instruments for and in the name of Tenant hereunderand to cause any such instrument to be recorded. Notwithstanding the foregoing, any foreclosure or sale under such Holder may at any Landlord time subordinate its Mortgage (or transfer to this Lease, without Tenant’s consent, by deed notice in lieu thereof)writing to Tenant, and thereupon this Lease shall remain be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of that event such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate Holder shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, same rights with respect to this Lease by as though this Lease had been executed prior to the execution, delivery and recording a unilateral declaration of such Mortgage and had been assigned to such effectHolder. Tenant hereby agrees that The term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any Landlord Lender shall not be bound other encumbrances, and any reference to the terms “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust and any material modification purchaser at a foreclosure or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenttrustee’s sale .

Subordination. This Lease and shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”). The automatic subordination to Landlord’s Mortgagee provided for in this Section 12 is expressly conditioned upon such Landlord’s Mortgagee, agreeing that as long as no Event of Default occurs under this Lease, such Landlord’s Mortgagee will not disturb Tenant’s rights of Tenant hereunder are expressly subject and subordinate possession under this Lease. Any Landlord’s Mortgagee may elect at any time, unilaterally, to the lien of any mortgage make this Lease superior to its Mortgage, Primary Lease, or deed of trust constituting a lien on Landlord's fee other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall, subject to Tenant’s receipt of a commercially reasonable non-disturbance agreement, execute and return to Landlord ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees other party designated in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute ) within ten (10) days Business Days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Tenant LenderPrimary Lease (including a subordination, which are reasonably acceptable to Landlord non-disturbance and any Landlord Lenderattornment agreement) or, to confirm if the priority Landlord’s Mortgagee so elects, the subordination of such lender's interestsLandlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgageforegoing, Tenant shall not pay be obligated to Landlord execute any installment of Base Rent more than one (I) month in advance document which alters any material provision of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Section 7.1 (a) Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is The Chase Manhattan Bank and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to this Lease and the all rights of Tenant hereunder. Landlord further represents that the provision of such Mortgage subordinating such Mortgage to this Lease is self-operative and no further instrument of subordination shall be required to make the interest of Tenant hereunder are expressly superior to the present Mortgage. This Lease shall be subject and subordinate to each and every Superior Lease and to each and every Mortgage hereafter affecting the lien of Real Property or any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Superior Lease, and any to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereofthereof or thereto, which now or hereafter affect all or substitutions therefor, and advances made thereunder provided, however, that any portion of the Premises (except future Mortgagee shall execute and deliver to Tenant an agreement to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenanteffect that, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as if there shall be a foreclosure of its Mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder provided no Event of Default on behalf has occurred and is continuing hereunder, and such agreement may contain in substance the provisions set forth in Section 7.2 (1) through (7) (any such agreement, or any agreement of similar import, from a Mortgagee, being hereinafter called a "Nondisturbance Agreement"). This clause shall be self-operative and no further instrument of subordination shall be required to make the interest of any Lessor or Mortgagee superior to the interest of Tenant hereunder. , however, Tenant agrees to shall execute and deliver to promptly any certificate or agreement that Landlord and any Landlord Lender at any time and from time to time all may request in confirmation of such documents reasonably requested by Landlord subordination. If, in connection with the financing of the Real Property, the Building or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and interest of the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessee under any Landlord Mortgage (or transfer by deed in lieu thereof)Superior Lease, this Lease any lending institution shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment reasonable modifications of this Lease entered into after that do not increase the date monetary obligations of such Landlord MortgageTenant under this Lease, unless such Landlord Lender has consented to such material modification materially increase Tenant's other obligations, or amendment. materially adversely affect the rights or obligations of Tenant hereby agrees that after the date of such Landlord Mortgageunder this Lease, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentmodifications.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to any underlying land leases and/or mortgages which may now or hereafter affect this Lease or the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Property and any to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion and/or replacement of the Premises (except underlying land leases and/or mortgages. This clause shall be self-operative and no further instrument of subordination shall be required to make the interest of any lessor under an underlying land lease or mortgagee of any mortgage superior to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf interest of Tenant hereunder. However, in confirmation of the subordination set forth in this Paragraph 16, Tenant agrees to shall, at Landlord's request, execute and deliver such further instruments as may be reasonably desired by any holder of a mortgage or by any lessor under any such underlying land leases within five (5) days of Landlord's request. Landlord agrees to use commercially reasonable efforts to give Notice to Tenant of mortgages or land leases executed after the date of this Lease which affect this Lease or the Property; provided, however, that Landlord's failure to do so shall not constitute a default hereunder by Landlord. Upon Tenant's request by Notice to Landlord, Landlord agrees to use commercially reasonable efforts to obtain a non-disturbance agreement from any future mortgage holder or lessor of such underlying land lease on such mortgage holder's or lessor's standard forms; provided that commercially reasonable efforts shall not include payment of consideration to such holders or lessors and any Landlord's failure to obtain such a non-disturbance agreement shall not constitute a default by Landlord Lender at hereunder. At any time and from time to time all such documents reasonably requested but on not less than seven (7) days' Notice by Landlord or Landlord's Lender, which are reasonably acceptable Tenant will execute, acknowledge and deliver to Tenant and Tenant's LenderLandlord, to confirm or effect such subordination including, without limitationpromptly upon request, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.estoppel certificate certifying:

Subordination. Landlord represents that there is currently no Mortgage (or ground lease) on the Building or the Land. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage Mortgage hereafter placed on the Building or deed the Land, and to any and all advances made thereunder, interest thereon or costs incurred in connection therewith. Without the consent of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsTenant, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of any such Mortgage shall have the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession elect to be subject and use of the Premises subordinate to this Lease, such subordination to be effective upon such terms and Tenant's rights under this Lease so long conditions as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, holder may direct which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in not inconsistent with the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunderprovisions hereof. Notwithstanding any foreclosure or sale under any Landlord such Mortgage (or transfer by deed in lieu thereof), this Lease (pursuant to a subordination, non-disturbance and attornment agreement as provided below or otherwise at the option of the holder of the Mortgage, the purchaser at a foreclosure sale or grantee of deed in lieu of foreclosure) shall remain in full force and effect and Tenant shall attorn to the holder or the purchaser at any such sale or foreclosure or the grantee of any such deed. So long as there is no Event of Default, Tenant’s agreement to subordinate the Lease to a future Mortgage as set forth above shall be conditioned on Landlord causing the holder of such Mortgage to execute and deliver a subordination, non-disturbance and attornment agreement on such mortgagee’s customary form, which shall provide that, so long as this Lease is in accordance full force and effect and there exists no Event of Default hereunder, Tenant’s rights under this Lease shall not be disturbed by reason of such subordination or by reason of foreclosure of such Mortgage, or exercise of the statutory power of sale, or receipt of deed in lieu of foreclosure. Upon any attornment as set forth above, this Lease shall continue in full force and effect as a direct lease between such mortgagee, purchaser or grantee, as a successor landlord, and Tenant, upon all the terms, conditions and covenants set forth herein, except that such mortgagee, purchaser or grantee (unless formerly the Landlord under this Lease) shall not be (a) bound by any payment of Rent for more than one month in advance; (b) bound by any amendment or modification of this Lease made without the consent of the holder of the Mortgage; (c) liable in any way to Tenant for any prior act or omission, neglect or default on the part of Landlord under this Lease, (d) obligated to perform any work or improvements to be done by Landlord in the Leased Premises; or (e) subject to any counterclaim or set off which theretofore accrued to Tenant against Landlord. Tenant further agrees that this Lease shall be subject and subordinate to any amendment hereafter made to the recorded instruments referenced in Section 3.07, and to any other instrument by which Landlord may subject the Building and the Land to easements in connection with its termsthe development, redevelopment, alteration, improvement, operation, maintenance or repair thereof, provided the same do not interfere (in a manner inconsistent with the operation of comparable buildings in downtown Boston) with Tenant’s use of the Leased Premises for the Permitted Uses or unreasonably interfere with Tenant’s rights and benefits expressly set forth in the Lease. Landlord and any Landlord Lender The provisions of this Section 4.11 shall execute within be self-operative, with no further instrument of subordination being required. Within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant LenderLandlord’s request, which are reasonably acceptable to Landlord and Tenant shall execute, acknowledge and deliver any Landlord Lender, documents reasonably appropriate to confirm such provisions. No owner of the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which Leased Premises shall be liable under this Lease except for breaches of Landlord’s obligations occurring while such person is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance owner of the due date thereof, unless Landlord Lender shall consent to such prepaymentLeased Premises.

Subordination. This Lease The Guarantor hereby agrees that, to the extent permitted by Section 4.08 of the Indenture, effective immediately and without notice upon the occurrence of an Event of Default, any and all present and future debts and obligations of the Borrower to Guarantor, or of Guarantor to any other guarantor, and any liens, security interests, claims and rights related thereto (collectively, the "Subordinated Indebtedness"), shall automatically and without the need for any further action by Lender, Borrower or Guarantor, be waived and postponed in favor of and subordinated to the full, final and indefeasible payment of the Obligations. As additional security for this Second Amended Guaranty Agreement and Guarantor's obligations hereunder, but only to the extent permitted by Section 4.08 of the Indenture, Guarantor, for value received, hereby unconditionally assigns to Lender and grants to Lender a security interest in all of Guarantor's right, title, and interest in and with respect to the Subordinated Indebtedness. Notwithstanding the foregoing, for so long as no Event of Default then exists or would result from the making or receipt of the Subordinated Indebtedness, and for so long as the maker of any payments with respect to the Subordinated Indebtedness is not then insolvent or would not be rendered insolvent as a result of making such payment, the Guarantor may make or receive, as the case may be, payments with respect to the Subordinated Indebtedness pursuant to regularly scheduled payment terms as may be approved in advance by Lender in writing. Guarantor will refrain from taking any action which is in any way inconsistent with or in derogation of this subordination or of the rights of Tenant Lender hereunder are expressly subject and subordinate covenant to perform such further acts as necessary or appropriate to give effect to this subordination. Without limiting the lien generality of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsforegoing, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or Guarantor will not assign any portion of the Premises (Subordinated Indebtedness, except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant Second Amended Guaranty Agreement; and Guarantor shall not pay to Landlord any installment of Base Rent more than one (I) month in advance cause all evidence of the due date thereof, unless Landlord Lender shall consent Subordinated Indebtedness to such prepaymentset forth the provisions hereof or to bear a legend that it is subject hereto.

Subordination. This Lease At any time following the issuance of the 2014 Notes and the rights of Tenant hereunder are expressly subject execution and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion delivery of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease First Lien Intercreditor Agreement and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure 2014 Intercreditor Agreement by the parties thereto, (i) the First Lien Intercreditor Agreement or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage2014 Intercreditor Agreement shall, in whole or in part, terminate, cease to this Lease by recording a unilateral declaration be effective or cease to such effect. Tenant hereby agrees that be legally valid, binding and enforceable against any Landlord Lender shall not be bound holder of the First Lien Notes or the 2014 Second Lien Notes, in each case except pursuant to the express terms thereof; (ii) all or any material portion of the Obligations cease to constitute “First LienSenior Priority Obligations” (or any comparable defined term) under the indenture governing the 2014 Second Lien Notes Indenture; (iii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement, (B) that the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement exists for the benefit of the Administrative Agent, the Lenders and the Issuing Bank or (C) limitations set forth in the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement upon application of proceeds from any source to payment of principal of, or premium or interest on, the 2014 Second Lien Notes or other junior lien Indebtedness or the Indebtedness under the First Lien Notes; (iv) any holders of the 2014 Second Lien Notes or other junior lien Indebtedness shall, directly or indirectly, disavow or contest in any manner the effectiveness, validity or enforceability of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance term of the due date thereof2014 Intercreditor Agreement; or (v) any holder of the First Lien Notes shall, unless Landlord Lender shall consent to such prepaymentdirectly or indirectly, disavow or contest in any manner the effectiveness, validity or enforceability of any material term of the First Lien Intercreditor Agreement.

Subordination. This Tenant agrees that this Lease is and the rights of Tenant hereunder are expressly subject and shall be subordinate to any mortgage, deed of trust, ground lease, underlying lease or other prior lien (hereinafter “Prior Lien”) that may heretofore be placed upon the lien Project or the Building, and all renewals, replacements and extensions thereof. Landlord hereby warrants that as of the date hereof, there is no Prior Lien encumbering the Project or the Building. If any Prior Lien holder wishes to have this Lease prior to its Prior Lien, then and in such event, upon such Prior Lxxx xxxxxx’x notifying Tenant to that effect, this Lease shall be deemed prior to the Prior Lien. Landlord shall have the right to hereafter cause this Lease to be subordinated to any mortgage, deed of trust, ground lease or underlying lease that may hereafter be placed upon the Project or Building (in which case the same shall be deemed a “Prior Lien” for purposes of this Lease), provided that the holder of such instrument concurrently provides Tenant with a commercially reasonable non-disturbance agreement. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust constituting is foreclosed or a lien on Landlord's fee interest conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion tenant of the Premises (except successor in interest to the extent that any such instrument expressly provides that this Lease is superior to it); Landlord, provided that such successor in interest recognizes the holder interest of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights Tenant under this Lease so long as there shall be if no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize default under this Lease and the rights then exists. Within fifteen (15) days of presentation, Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by documents which any TF Lender or Tenant Lender, which are reasonably acceptable such Prior Lien holder may require to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding effectuate the provisions of this Section 17.119 provided that any such document does not modify Tenant’s rights or obligations hereunder in any monetary respect or otherwise in any material respect and provided further that in the event of any subordination of this Lease to a Prior Lien, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording such Prior Lien concurrently provides Tenant with a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentcommercially reasonable non-disturbance agreement.

Subordination. This Lessee accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage, deed of trust, or any lien presently existing or hereafter placed up on the lien Leased Premises, and to any renewals, modifications, consolidations, expansions, additions, and extensions thereof; provided, however, the aforementioned subordination of this Lease to any mortgage or such mortgage, deed of trust constituting a lien on Landlord's fee interest or other lien, is expressly conditioned upon Lessee being granted the right to remain in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion possession of the Leased Premises (except to under the extent terms of this Lease Contract so long as Lessee is not in default of this Lease Contract beyond any applicable notice and cure period. Lessee agrees that any such instrument expressly provides that this Lease is superior to it); provided that the holder mortgagee and/or beneficiary of the Landlord Mortgage any deed of trust, or other lien of which Lessee has received notice ("Landlord LenderLessor's Mortgagee") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, right at any time, to subordinate and subject the Landlord Mortgagesuch mortgage, in whole deed of trust, or in part, other lien to this Lease by recording a unilateral declaration on such terms and subject to such effectconditions as Lessor's Mortgagee may deem appropriate in its discretion. Tenant hereby Lessee agrees that upon demand to execute such further instruments subordinating this Lease as Lessor or Lessor's Mortgagee may request and such attornment agreements as any Landlord Lender such Lessor's Mortgagee shall not request (if and to the extent such agreements are reasonably acceptable to Lessee). Subject to the non-disturbance agreements described in this Paragraph 12, if the interest of Lessor under this Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any first mortgage or deed of trust on the Leased Premises, Lessee shall be bound to the terms of any material modification or amendment transferee (sometimes called the "Purchaser") under the terms, covenants and conditions of this Lease entered into after for the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance balance of the due date thereofterm remaining, unless Landlord Lender shall consent including any extensions or renewals, with the same force and effect as if the Purchaser were Lessor under this Lease, and, Lessee agrees to the attorn to the Purchaser, including the first mortgagee under any such prepaymentmortgage if it be the Purchaser, as its Lessor.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on Landlord's fee interest in the Premises “Mortgage”), or any ground lease, master lease, or primary lease ("Landlord Mortgage") and any renewalseach, extensionsa “Primary Lease ”), modifications, consolidations and replacements thereof, which that now or hereafter affect covers all or any portion part of the Premises or the Lease Personalty (except to the extent that mortgagee under any such instrument expressly provides that this Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is superior referred to itherein as a “Landlord’s Mortgagee”); provided that the holder . The provisions of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) business days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Tenant LenderPrimary Lease (including a subordination, which are reasonably acceptable to Landlord non-disturbance and any Landlord Lenderattornment agreement) or, to confirm if the priority Landlord’s Mortgagee so elects, the subordination of such lender's interestsLandlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding the foregoing, Tenant shall not be required to subordinate its interest to any of Landlord’s Mortgagees unless such Mortgagee executes a non-disturbance agreement in favor of Tenant pursuant to which it agrees not to disturb Tenant’s occupancy of the Premises as long as Tenant is not in default hereunder and will not name Tenant in any foreclosure proceedings. Such subordination, non-disturbance and attornment agreement shall be in a form consistent with the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject Article 12 and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance Exhibit J. Within 30 days of the due date thereofCommencement Date, unless Landlord Lender Landlord’s Mortgagee shall consent execute and deliver to such prepaymentTenant a non-disturbance agreement in the form attached hereto as Exhibit J .

Subordination. This Lease and the rights of Tenant hereunder are expressly 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 mortgage, trust deed or deed of trust constituting a lien on Landlord's fee interest other encumbrances now or hereafter in force against the Premises ("Landlord Mortgage") Building or Project or any part thereof, if any, and any to all renewals, extensions, modifications, consolidations and replacements thereof, which now and to all advances made or hereafter affect all to be made upon the security of such mortgages or any portion trust deeds (collectively, “Mortgages”), unless the holders of such mortgages, trust deeds or other encumbrances, or the Premises lessors under such ground lease or underlying leases (except to the extent that any such instrument expressly provides collectively, “Mortgage Holders”), require in writing that this Lease is be superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") thereto. Tenant covenants and agrees in writing not to disturb Tenant, Tenant's right to possession and use the event any proceedings are brought for the foreclosure of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at such mortgage or deed in lieu thereof (or if any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lenderground lease is terminated), to confirm or effect such subordination includingattorn, without limitationany deductions or set-offs whatsoever, an SNDA substantially in to the form attached as Exhibit E; provided that Mortgage Holder or any successors thereto upon any such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure sale or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), if so requested to do so by such Mortgage Holder, and to recognize such Mortgage Holder as the lessor under this Lease, provided such Mortgage Holder shall agree recognize this Lease in the event of any foreclosure, sale under power of sale, or transfer in lieu of the foregoing and to accept this Lease and not disturb Tenant’s occupancy, use and enjoyment of the Premises, so long as Tenant timely pays the rent and is not in default under this Lease after the expiration of any applicable notice and cure period. Notwithstanding the foregoing, the subordination of this Lease to any future Mortgage shall remain be subject to, and conditioned upon, Tenant’s receipt of a commercially reasonable non-disturbance agreement (a “SNDA”) in full force recordable form which provides in substance that so long as Tenant is not in default under this Lease past applicable cure periods, its use and effect occupancy of the Premises shall not be disturbed, notwithstanding any default of Landlord under such Mortgage. It shall not be reasonable for Tenant to disapprove an SNDA if it is at least as favorable in accordance with its termsall material respects to Tenant as the form of SNDA attached hereto as Exhibit G. Landlord’s interest herein may be assigned as security at any time to any Mortgage Holder. Landlord and any Landlord Lender shall execute Subject to Section 19.1.3 below, Tenant shall, within ten (10) business days after of request any documentation by Landlord, execute such further instruments or assurances as Landlord may reasonably required by any TF Lender deem necessary to evidence or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority subordination or superiority of this Lease to any such lender's interestsMortgages. Notwithstanding Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section 17.1, Lease and the holder obligations of the Tenant hereunder in the event of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole foreclosure proceeding or in part, to this Lease by recording a unilateral declaration to such effectsale. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment Concurrently with execution of this Lease entered into after Lease, Landlord shall provide Tenant with an SNDA from Landlord’s current lender for the date Project in the form of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentExhibit G attached hereto.

Subordination. This In consideration of Landlord obtaining the agreement of Fee Mortgagee not to disturb Tenant’s leasehold interest hereunder, Tenant covenants and agrees that this Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee Tenant’s interest in the Premises ("Landlord Mortgage") shall be junior and subordinate to any renewals, extensions, modifications, consolidations and replacements thereof, which Fee Mortgage now or hereafter affect all encumbering the Premises, and in the event of a foreclosure of any Fee Mortgage, Tenant shall attorn to the Fee Mortgagee, or any portion of the party acquiring title to the Premises (except as the result of such foreclosure. No act or further agreement by Tenant shall be necessary to establish the extent that subordination of this Lease to any such instrument expressly provides that Fee Mortgage, which subordination is self-executing, but Tenant covenants and agrees, upon request of Landlord, to execute such documents as may be necessary or appropriate to confirm and establish this Lease is superior as subordinate to it); provided that any Fee Mortgage in accordance with the holder of the Landlord Mortgage foregoing provisions ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially such Fee Mortgagee’s form of estoppel, subordination, non-disturbance and attornment agreement in substance materially consistent with the form attached hereto as Exhibit E; provided that such Landlord Lender C and by this reference incorporated herein). Alternatively, Tenant covenants and agrees that, at the option of any Fee Mortgagee, Tenant shall execute documents as may be necessary to recognize establish this Lease and Tenant’s interest in the rights of Tenant set forth herein for so long Premises as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding superior to any foreclosure or sale under any Landlord such Fee Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after Tenant’s receipt thereof. If Tenant fails to respond to such request to execute any documentation reasonably documents required to be executed by Tenant under the provisions hereof, Tenant shall be deemed to have agreed to and be bound by the covenants, terms and conditions provided in such documents. If any Fee Mortgagee or purchaser at foreclosure thereof, succeeds to the interest of Landlord in the Premises, or any part thereof, such person shall not be (i) liable for any act or omission of Landlord under this Lease; (ii) liable for the performance of Landlord’s covenants hereunder which arise prior to such person succeeding to the interest of Landlord hereunder; (iii) bound by the payment of any rent which Tenant may have paid more than one month in advance; (iv) liable for any security deposit which was not delivered to such person; or (v) bound by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, modifications to this Lease by recording to which such Fee Mortgagee has not consented in writing. Nothing herein shall be construed as requiring Tenant to execute such a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall document which in Tenant’s good faith and bona fide belief does not be bound to accurately reflect the terms nature of any material modification the provisions or amendment status of this Lease entered into after the date Lease, or as prohibiting Tenant from correcting such inaccuracies upon execution of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdocument.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord ("Landlord Mortgage"or such other party designated by Landlord) within ten (10) business days after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a commercially reasonable subordination, non-disturbance and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except attornment agreement in a substantively similar form to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long form attached hereto as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord Exhibit H or Landlord's Lender, which are another form reasonably acceptable to Tenant and Tenant's LenderLandlord’s Mortgagee (an “SNDA”)) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to confirm or effect such subordination includingthis Lease. At no cost to Landlord, without limitationconcurrently with the full execution and delivery of this Lease, Landlord shall provide Tenant with an SNDA substantially from any Landlord’s Mortgagee existing as of the date of this Lease in the form of Exhibit H attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)hereto, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. commercially reasonable modifications as may be agreed upon by Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentand Landlord’s Mortgagee.

Subordination. Section 10.1. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage all Mortgages now or deed of trust constituting a lien on Landlord's fee interest hereinafter in the Premises ("Landlord Mortgage") effect and any to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements thereofextensions of any such Mortgages; provided, which now or hereafter affect all or any portion however, that the Mortgagee of the Premises (except such Mortgage shall execute and deliver to Tenant an agreement to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenanteffect that, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as if there shall be a foreclosure of its Mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, unless necessary under applicable law for the Mortgagee to foreclose, or if there shall be a foreclosure of such Mortgage, such Mortgagee shall not evict Tenant, disturb Tenant's leasehold estate or rights hereunder, in all events provided that no Event of Default on behalf then exists (any such agreement, or any agreement of similar import, from a Mortgagee being hereinafter called a "SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT" or "SNDA"), and Tenant shall attorn to the Mortgagee or any successor-in-interest to Landlord or the Mortgagee. This Section 10.1 shall be self-operative and no further instrument of subordination other than an SNDA shall be required to make the interest of any Mortgagee superior to the interest of Tenant hereunder. Notwithstanding the previous sentence, however, Tenant agrees shall, together with the Mortgagee, execute and deliver promptly each SNDA that Landlord may request to effect such subordination. If Tenant fails to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable SNDA delivered to Tenant and for Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute execution within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant's receipt of the same, (1) such failure shall constitute an Event of Default hereunder until such time as it has been delivered to Landlord, (2) Tenant Lender, which are reasonably acceptable shall be deemed to Landlord have agreed to all of the terms and any Landlord Lender, to confirm the priority provisions of such lender's interests. Notwithstanding SNDA, and (3) Tenant shall thereafter be estopped from disclaiming any of the provisions obligations, benefits and burdens set forth therein including, without limitation, (i) the subordination of this Section 17.1Lease to any deed of trust, mortgage, ground lease or similar instruments, (ii) any non-disturbance rights provided to Tenant therein, and (iii) any attornment agreements of Tenant set forth therein If, in connection with the holder financing of the Premises, any lending institution or Landlord Mortgage to which shall request reasonable modifications of this Lease is subject that do not increase the monetary obligations of Tenant under this Lease or materially increase the other obligations of Tenant under this Lease or materially and subordinate adversely affect the rights of Tenant under this Lease, Tenant shall have the rightmake such modifications. The standards (i.e., at its sole optiontime and manner of giving such consent and standard of reasonableness, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, if applicable) of a Mortgagee's consent with respect to this Lease by recording a unilateral declaration shall be materially consistent with those to which Landlord is subject under this Lease. Any Non-Disturbance Agreement may be made on the condition that neither the Mortgagee nor anyone claiming by, through or under such effect. Tenant hereby agrees that any Landlord Lender Mortgagee shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.be:

Subordination. This Lease Lender and the rights of Tenant hereunder are expressly subject Borrower acknowledge and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides agree that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease Security Instrument is subject and subordinate in all respects to the liens, terms, covenants and conditions of the First Mortgage. Owner covenants and agrees to comply with all of the terms and provisions of the First Mortgage. Further, any default on the part of the Owner herein under the terms of the Prior Mortgage or the Note secured hereby shall have constitute a default under the rightterms of this Mortgage and the Note secured thereby and shall entitle the Lender herein to exercise any and all rights and remedies given hereunder. The terms and provisions of the First Mortgage are paramount and controlling, at its sole option, at and they supersede any time, to subordinate other terms and subject provisions hereof in conflict therewith. In the Landlord event of a foreclosure or deed in lieu of foreclosure of the First Mortgage, any provisions herein or any provisions in whole any other collateral agreement restricting the use of the Property to low or moderate income households or otherwise restricting the Borrower's ability to sell the Property may 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 partlieu of foreclosure of the First Mortgage shall receive title to the Property free and clear from such restrictions. Further, if the Senior Lien Holder acquires title to the Property pursuant to a deed in lieu of foreclosure, the lien of this Lease by recording Security Instrument shall terminate at the discretion of the Lender upon the Senior Xxxx Xxxxxx'x acquisition of title, such termination will not be unreasonably withheld provided that (i) the Lender has been given written notice of a unilateral declaration to such effect. Tenant hereby agrees that any Landlord default under the First Mortgage, (ii) the Lender shall not be bound have cured the default under the First Mortgage within the thirty (30)-day period provided in such notice sent to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord MortgageLender, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.and

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be and the rights of Tenant hereunder are expressly is hereby declared to be subject and subordinate to at all times to: (a) all ground leases ;of underlying leases which may now exist or hereafter be executed effecting the lien of Premises and/or the land upon which the Premises, and Project are situated, or both; and (b) any mortgage or deed of trust constituting a lien on which may now exist or be placed upon the Building, the Project and/or the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord's fee interest or estate in any of said items which is specified as security. Notwithstanding the Premises ("foregoing, Landlord Mortgage") and shall have the right to subordinate or cause to be subordinated any renewals, extensions, modifications, consolidations and replacements thereof, which now such ground leases or hereafter affect all underlying leases or any portion such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, tenant shall, notwithstanding any subordination, attorn to and become the Tenant, of the Premises (except successor in interest to the extent that any such instrument expressly provides that this Lease is superior to it); Landlord provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees Tenant shall not be disturbed in writing not to disturb Tenant, Tenant's right to its possession and use of the Premises and Tenant's rights under this Lease by such successor in interest so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderis not in default under this Lease, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request by Landlord, Tenant shall execute and deliver any documentation reasonably required by any TF Lender additional documents evidencing Tenant's attornment or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the date form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of such Landlord Mortgagetrust, unless such Landlord Lender has consented subject to such material modification nondisturbance requirement. If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement for the benefit of Tenant reflecting the foregoing from any ground landlord, mortgagee or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagebeneficiary, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereofat Tenant's expense, unless Landlord Lender shall consent subject to such prepaymentother terms and conditions as the ground landlord, mortgagee or beneficiary may require.

Subordination. 9.01. This Lease Lease, and the all rights of Tenant hereunder hereunder, are expressly and shall be subject and subordinate to all Mortgages which may now affect the lien of any mortgage Land and/or building whether or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") not such Mortgages or leases shall also cover other lands and/or buildings, to each and any every advance made or hereafter to be made under such Mortgages, and to all renewals, extensions, modifications, replacements and extensions of such leases and such Mortgages and spreaders and consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises such Mortgages. Provided that (except a) a future Mortgagee seeking to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there be a Superior Mortgagee shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's LenderTenant an agreement, which are reasonably acceptable to Tenant and Tenant's Lenderin recordable form, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached hereto and made a part hereof as Exhibit E; F-1, or if required by such Mortgagee, in such Mortgagee’s then standard form to the effect that, provided no event of default beyond any applicable notice and cure period has occurred and is continuing hereunder, such Superior Mortgagee will not name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce any rights granted to such Superior Mortgagee against Landlord under its Superior Mortgage, and to the further effect that if there shall be a foreclosure of its Superior Mortgage, that the Superior Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s Leasehold estate or rights, hereunder, or (b) each future Superior Lessor shall execute and deliver to Tenant a non-disturbance agreement, in recordable form, reasonably satisfactory to Landlord Lender agrees and Tenant to the effect that, provided no event of default beyond any applicable notice and cure period has occurred and is continuing hereunder, such Superior Lessor will neither name nor join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce any rights granted to such Superior Lessor against Landlord under its Superior Lease, and to the further effect that if its Superior Lease shall terminate or be terminated for any reason, such Superior Lessor will recognize Tenant as the direct tenant of such Superior Lessor on the same terms as are contained in this Lease (any such agreement of similar import from a Superior Mortgagee or a Superior Lessor, as the case may be, being hereinafter referred to as a “Non-Disturbance Agreement”), this Lease, and the all rights of Tenant set forth herein for so long as there hereunder, are and shall be no Event subject and subordinate to all ground leases and underlying leases of Default on behalf the Land and/or the Building now or hereafter existing and to all Mortgages made by Landlord or any Superior Lessor or their successors or assigns which may now or hereafter affect the Land and/or building and/or any of Tenant hereunder. Notwithstanding any foreclosure such leases, whether or sale under any Landlord Mortgage (not such Mortgages or transfer by deed in lieu thereof), this Lease leases shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lenderalso cover other lands and/or buildings, to confirm the priority each and every advance made or hereafter to be made under such Mortgages, and to all renewals, modifications, replacements and extensions of such lender's interestsleases and such Mortgages and spreaders and consolidations of such Mortgages. Notwithstanding the The provisions of this Section 17.1, the holder 9.01 shall be self-operative and no further instrument of any Landlord Mortgage to which this Lease is subject and subordinate subordination shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectbe required. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date In confirmation of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagesubordination, Tenant shall not pay promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the Mortgagee of any such Mortgage or any of their respective successors in interest may reasonably request to evidence such subordination; and if Tenant fails to execute, acknowledge or deliver any such instruments within 10 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 installment such instruments for and on behalf of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and ), or any renewalsground lease, extensionsmaster lease, modificationsor primary lease (each, consolidations and replacements thereofa "Primary Lease"), which that now or hereafter affect covers all or any portion part of the Premises (except the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "Landlord's Mortgagee"); provided and conditioned upon Tenant’s receipt of a SNDA from the applicable Landlord’s Mortgagee. As used herein, the term “SNDA” shall mean a Subordination Non-Disturbance and Attornment Agreement, in form attached hereto, but shall be subject to commercially reasonable additional items or modifications if requested by Landlord's Mortgagee to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord modifications or Landlord's Lender, which amendments are reasonably acceptable to Tenant. As of the date of this Lease, Landlord hereby represents and warrants to Tenant that (a) Associated Bank is the only Landlord's Mortgagee pursuant to a Mortgage as of the Lease Date, and Tenant's Lender(b) the only Primary Leases in existence as of the Lease date are (i) that certain Ground Lease between CW10 Land, to confirm or effect such subordination includingLtd., without limitationas ground lessor, an SNDA substantially in the form attached and EPC-CW10, LLC, as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage ground lessee (or transfer by deed in lieu thereof“EPC”), this dated June 26, 2018, and (ii) that certain Master Operating Lease shall remain in full force between EPC, as operating landlord, and effect in accordance with its termsLandlord, as operating tenant, dated August 7, 2018. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lenderAny Landlord's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole optionMortgagee may elect, at any time, unilaterally, to subordinate and subject the Landlord make this Lease superior to its Mortgage, Primary Lease, or other interest in whole or the Premises by so notifying Tenant in part, to this Lease writing. Promptly after receipt of written request from Landlord that includes a SNDA signed by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageLandlord’s Mortgagee, Tenant shall not pay execute and return to Landlord any installment of Base Rent more than one (I) month or, directly to the applicable Landlord’s Mortgagee), a SNDA, in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentrecordable form if required.

Subordination. This Lease and Generally speaking, a mortgage will be subject to any prior leases of the rights of Tenant hereunder are expressly mortgaged property. 54A Am. Jur. 2d Mortgages §164. However, landlords often include subordination clauses in their leases, whereby the tenant agrees that its lease shall be subject and subordinate to all current and future mortgages encumbering the lien property. For example, the lease might state: “Tenant agrees that: (i) this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any mortgage or deed mortgages, deeds of trust constituting a lien on Landlord's fee interest in or ground leases pursuant to which Landlord has or shall retain the right of possession of the Premises or security instruments ("Landlord collectively called “Mortgage"”) that now exist, or may hereafter be placed upon the Premises or the Shopping Center or any part thereof and any to all advances made or to be made thereunder and to the interest thereon, and all renewals, extensionsreplacements, modifications, consolidations consolidations, or extensions thereof; and replacements thereof(ii) if the holder of any such Mortgage (“Mortgagee”) or if the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, which now Tenant will attorn to and recognize such Mortgagee or hereafter affect all or any purchaser as Landlord under this Lease for the remaining portion of the Premises Term, subject to all terms of this Lease; and (except to iii) the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there aforesaid provisions shall be self-operative and no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord further instrument or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there document shall be no Event necessary unless required by such Mortgagee or purchaser.” In cases where the tenant has strong bargaining power (and therefore the ability to either heavily negotiate the landlord’s lease form or utilize its own form of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereoflease), this Lease shall remain in full force and effect in accordance with its termsclause may be eliminated, or the subordination of the lease may be conditioned on tenant’s receipt of a non-disturbance agreement from the mortgagee. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Such a negotiated clause might state that: “Notwithstanding the provisions of Section _ , the subordination of this Section 17.1Lease to future Mortgages shall be conditioned on Landlord’s delivery to Tenant of a Subordination, Non- Disturbance and Attornment Agreement (“SNDA”) from the holder of any such Mortgage, in the form annexed hereto as Exhibit with such commercially reasonable changes as shall be requested by the Mortgagee provided such changes do not increase Tenant’s obligations or decrease Tenant’s rights from those set forth in the form of SNDA annexed hereto as Exhibit __, and Landlord Mortgage will use commercially reasonable efforts to which this obtain same on behalf of Tenant.” If a lease is not automatically and unconditionally self-subordinating, a lender will likely require an SNDA from the applicable tenant. The tenant, in agreeing to subordinate its interest, should seek to clarify that it is subordinating only to the particular mortgage in question. The following is a typical SNDA subordination provision: “The Lease is shall be subject and subordinate shall have in all respects to the right, at its sole option, at any timelien and terms of the Mortgage, to subordinate any and subject the Landlord Mortgageall advances to be made thereunder and to all renewals, in whole or in partmodifications, to this Lease by recording a unilateral declaration to such effectconsolidations, replacements and extensions thereof. Tenant hereby agrees that any Landlord Lender This Agreement is not intended and shall not be bound construed to subordinate the terms Lease to any mortgage, deed of any material modification trust or amendment other security instrument other than those expressly referenced in Paragraph of the preliminary statements of this Lease entered into after Agreement.” Tenants with leases that include significant incentives such as extensive landlord improvements, free rent periods, rights to setoff, self help provisions, and tenant improvement allowances provided by the date landlord must ensure that their leases are only subordinate to any mortgage upon receipt of such Landlord Mortgage, unless such Landlord Lender has consented a commercially reasonable SNDA that protects the tenant’s right to such material modification or amendment. Tenant hereby agrees that after receive the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance full value of the due date thereof, unless Landlord Lender shall consent to such prepaymentincentive negotiated in their lease.

Subordination. This Lease Once Xxxxxx has received written notice identifying the name and the rights of Tenant hereunder are expressly subject and subordinate to the lien address of any lender (a "Lender") holding a mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") on the property of which these premises form a part (the "Property"), Xxxxxx agrees to notify such Lender by certified mail, return receipt requested, with postage prepaid, of any default on the part of Landlord under this Lease, and Xxxxxx further agrees that, notwithstanding any renewalsprovisions of this Lease, extensions, modifications, consolidations no cancellation of termination of this Lease and replacements thereof, which now no abatement or hereafter affect all or any portion reduction of the Premises (except to rent payable hereunder shall be effective unless the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder Lender has received notice of the Landlord same and have failed within thirty (30) days after the time when it shall have become entitled under the Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of remedy the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lendersame, to confirm or effect commence to cure such subordination includingdefault and thereafter diligently prosecute such cure to completion, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord period may be extended, if the Lender agrees needs to recognize this Lease and obtain possession of the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable Property to Landlord and any Landlord Lendercure such default, to confirm allow the priority Lender to obtain possession of the Property provided the Lender commences judicial or non-judicial proceedings to obtain possession within such lender's interestsperiod and thereafter diligently prosecutes such efforts and cure to completion. Notwithstanding It is understood that the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate Lender shall have the right, at its sole option, at any timebut not the obligation, to subordinate and cure any default on the part of Landlord. Tenant agrees that if a Xxxxxx shall succeed to the interest of Landlord under this Lease neither the Lender nor its successors or assigns shall be: liable for any prior act or omission of Landlord; subject to any claims, offsets, credits or defenses which Tenant might have against any prior landlord (including Landlord); or bound by, any assignment (except as otherwise expressly permitted hereunder); surrender, release, waiver, amendment or modification of the Lease made without such Xxxxxx's prior written consent; or obligated to make any payment to Tenant or liable for refund of all or any part of any security deposit or other prepaid charge, to Tenant held by Landlord Mortgagefor any purpose unless the Lender shall have come into exclusive possession of such deposit or charge. In addition, if a Lender shall succeed to the interest of Landlord under this Lease, the Lender shall have no obligation, nor incur any liability, beyond its then equity interest, if any, in whole the Property. In the event that a Lender (or in part, any person or entity to whom the Mortgage may subsequently be assigned) notifies Tenant of a default under the Mortgage and demands that Tenant pay its rent and all other sums due under this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageLender, Tenant shall not honor such demand without inquiry and pay its rent and all other sums due under this Lease directly to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent or as otherwise required pursuant to such prepaymentnotice and shall not thereby incur any obligation or liability to Landlord.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to all underlying ground leases, mortgages and deeds of trust which affect the lien Property and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, consolidations, replacements and extensions thereof. However, if the lessor under any such lease, or any Lender holding such mortgage or deed of trust, shall advise Landlord that it desires or requires this Lease to be prior and superior thereto, then, upon prior written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor or Lender deems necessary or desirable to make this Lease prior thereto; provided further that a pre-approved form of Subordination, Non-Disturbance, Attornment and Estoppel Agreement (“SNDA”) is attached to the Lease as Exhibit E such SNDA having been prepared by Landlord’s Lender (Xxxxx Fargo Bank National Association). Landlord shall use commercially reasonable efforts to deliver from Landlord’s Lender an executed SNDA in the form of Exhibit E following execution of this Lease. At Landlord’s election, this Lease shall become and thereafter remain subject and subordinate to any and all future ground leases, mortgages or deeds of trust affecting the Property which may hereafter be executed and placed of public record after the Effective Date of this Lease, 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, so long as the lessor of such ground lease, or the Lender holding the mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject to be subordinated, agrees that it will recognize Tenant’s rights under this Lease and subordinate shall have not disturb its quiet possession of the rightLeased Premises so long as Tenant is not in default hereunder. Tenant agrees, at its sole option, at any timewithin 10 business days after Landlord’s written request therefor, to subordinate execute, acknowledge and subject deliver upon request of Landlord any and all documents or instruments requested by Landlord or such lessor or mortgage holder(s) as may be necessary or proper to assure the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after to any such ground lease, mortgage or deed of trust. Additionally, Landlord shall use commercially reasonable efforts to obtain for Tenant’s benefit a commercially reasonable non-disturbance agreement from such Lender in the date form attached hereto as Exhibit E. Landlord represents that it is not required to obtain the consent of such Landlord Mortgage, unless such Landlord any Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date in connection with Landlord’s execution of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. (a) This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any each mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord “Superior Mortgage"”) and any renewals, extensions, modifications, consolidations and replacements thereof, each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any portion of the Premises (except to the extent that Project or any such instrument expressly provides that this Lease is superior to it)interest therein; provided that the holder of Superior Mortgagee under such Superior Mortgage or Superior Lessor under such Superior Lease shall have executed and delivered a non-disturbance and attornment agreement substantially to the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease effect that so long as there Tenant is not in default hereunder beyond any applicable notice and grace periods, (i) this Lease will not be terminated or cut off nor shall Tenant’s possession hereunder be disturbed by enforcement of any rights given to such Superior Mortgagee or Superior Lessor pursuant to such Superior Mortgage or Superior Lease, and (ii) such Superior Mortgagee or Superior Lessor shall recognize Tenant as the tenant under this Lease. The lessor under a Superior Lease is called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be no Event of Default on behalf of necessary to make such subordination effective. Notwithstanding anything contained in this Section 6.01 to the contrary, if any Superior Mortgagee or Superior Lessee executes and delivers a non-disturbance and attornment agreement either (i) in the form attached hereto as Exhibit G or (ii) in a form which is not in any material respect less favorable to Tenant hereunder. as the non disturbance and attornment agreement executed and delivered contemporaneously herewith by Tenant agrees and the existing Superior Mortgagee or Superior Lessor, as applicable, and Tenant either fails or refuses to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute agreement within ten (10) days Business Days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority delivery of such lender's interestsagreement to Tenant, then this Lease shall automatically and without further act be deemed to be subject and subordinate to such Superior Mortgage or Superior Lease and such non disturbance and attornment agreement shall then be deemed to be in effect with respect to such Superior Mortgage or Superior Lease. Notwithstanding Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall not increase Tenant’s obligations under this Lease or reduce the benefits available to Tenant (except in each case to a de minimis extent). In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any 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 Section 17.1Lease, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of the non-disturbance agreement (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease entered into after the date of Lease). Upon request by such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageSuccessor Landlord, Tenant shall not pay execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentattornment effective.

Subordination. This Lease is subject to and Tenant agrees to comply with all matters of record affecting the rights of Tenant hereunder are expressly Real Property. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the lien Real Property, as well as all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or 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 shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such 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 lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (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 subordination of this Lease to any such mortgages, deed of trust, or leasehold estates (hereinafter, an “SNDA”). If Tenant fails to timely deliver an executed SNDA to Landlord pursuant to the terms of this Section 17, then it would be impracticable or extremely difficult to fix Landlord’s actual damages; consequently, without limiting any other rights or remedies of Landlord, Landlord shall have the 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 constituting a lien on Landlord's fee interest or any deed in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements lieu thereof, which now or hereafter affect all to attorn to the purchaser or any portion of the Premises (except to the extent that successors thereto upon any such instrument expressly provides that this Lease is superior foreclosure sale or deed in lieu thereof as so requested to it); provided that do so by such purchaser and to recognize such purchaser as the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights lessor under this Lease so long Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as there shall be no Event of Default on behalf of Tenant hereundersuch purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to execute and deliver provide copies of any notices of Landlord’s default under this Lease to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord mortgagee or Landlord's Lender, which are reasonably acceptable deed of trust beneficiary whose address has been provided to Tenant and Tenant's LenderTenant 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 statute, rule or law which may give or purport to confirm give Tenant any right or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees election to recognize terminate or otherwise adversely affect this Lease and the rights obligations of the Tenant set forth herein for so long as there shall be no Event hereunder in the event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure proceeding or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentsale.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises, Building, Land and other improvements located on the Land (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of therefor such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagedocumentation, in whole or in partrecordable form if required, as a Landlord’s Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if Landlord’s Mortgagee so elects, the date subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. In connection with the initial execution of this Lease, Landlord Mortgageshall use commercially reasonable efforts to obtain a Subordination, unless such Landlord Lender has consented to such material modification or amendment. Non-Disturbance and Attornment Agreement substantially in the form of Exhibit G attached hereto for the benefit of Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentfrom Landlord’s Mortgagee.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, which now but within 20 days after request from Landlord or hereafter affect all or any portion a Mortgagee, Tenant shall execute a commercially reasonable subordination and attornment agreement in favor of the Premises (except 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 extent 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 any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such instrument expressly provides that this Lease is superior to it)purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the holder of foregoing shall not release the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderapplicable prior landlord from any liability for those obligations. Tenant agrees to execute acknowledges that Landlord’s Mortgagees and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which their successors-in-interest are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially intended third party beneficiaries of this Section 13.1. Nothing contained in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the foregoing provisions of this Section 17.113.1, the holder however, shall relieve any Mortgagee from responsibility for those obligations of any Landlord Mortgage to which “Landlord” under this Lease is subject and subordinate shall have the right, at its sole option, at any time, which are to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration be performed subsequent to such effect. Mortgagee taking title to or possession of the Premises, provided that Tenant hereby agrees that shall give a “new” notice of default to such Mortgagee in connection with any Landlord Lender default of such obligations, and such Mortgagee shall not be bound thereafter afforded the benefit of the applicable “cure” rights pursuant to the terms of any material modification or amendment Section 14.5 of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lessee agrees that this Lease and the rights of Tenant hereunder are expressly shall be ------------- ------------- subject and subordinate to the lien of any mortgage or mortgage, deed of trust constituting trust, or other instrument of security (each, a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereofnow of record. Lessor shall exercise its best efforts to obtain a nondisturbance agreement within the thirty (30) day period immediately following the execution of this Lease with respect to the Mortgage currently of record as of the date of execution of this Lease, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease nondisturbance agreement is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form of Exhibit "C" attached as Exhibit E; provided that hereto. In the event Lessor does not obtain such Landlord Lender agrees nondisturbance agreement after exercising best efforts to recognize this Lease and the rights do so within said thirty (30) day period of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)time, this Lease shall remain not be voidable or terminable by Lessee as a consequence thereof, nor shall Lessor be deemed in default hereunder as a result thereof, but this Lease shall instead continue in full force and effect in accordance with its termseffect. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant LenderIn addition, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which Lessee agrees that this Lease is shall be subject and subordinate shall have the right, at its sole option, at to any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into Mortgage which is recorded after the date of this Lease affecting the Premises, and such Landlord Mortgagesubordination is hereby made effective without any further act of Lessee; provided that, no such subordination shall be effective unless Lessor first obtains from a lender a written subordination, nondisturbance and attornment agreement substantially in the form of Exhibit "C" attached hereto. Lessee shall execute in recordable form and return to Lessor said subordination, nondisturbance and attornment agreement within seven (7) days after delivery thereof to Lessee, and the failure of Lessee to so execute and return the same shall constitute a default hereunder. Notwithstanding anything to the contrary set forth above, the lender under any Mortgage may at any time subordinate its Mortgage to this Lease, without any need to obtain Lessee's consent, by execution of a written document subordinating such Landlord Lender has consented Mortgage to this Lease and thereupon this Lease shall be deemed prior to such material modification or amendment. Tenant hereby agrees that after the date Mortgage without regard to their respective dates of such Landlord Mortgageexecution, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdelivery and/or recording.

Subordination. This 25.01 At Landlord's request, Tenant shall subordinate its rights under this Lease and the rights of Tenant hereunder are expressly subject and subordinate to (i) the lien of any first mortgage or first deed to secure debt executed in favor of trust constituting a lien on the Landlord's fee Mortgagee, and (ii) the interest of any ground lessor; provided, however, as a condition to any subordination that Landlord requests, Landlord's Mortgagee and each such ground lessor must execute an agreement in the Premises favor of, and in form satisfactory to, Tenant whereby it agrees ("Landlord Mortgage"i) and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant's quiet possession of the Premises so long as no Event of Default hereunder has occurred and is continuing, Tenant's right (ii) to possession and use permit any proceeds paid in respect of the insurance Landlord maintains in force in accordance with the terms of Article XIV to be used for the restoration of the Premises and Tenant's otherwise applied as provided in this Lease, and (iii) to permit any condemnation award paid in connection with a taking of any part of the Premises or any proceeds of a sale made in lieu of the condemnation of a part of the Premises to be used for the repair and alteration of the remainder of the Premises as provided in this Lease. For the benefit of such Mortgagee, Tenant will further agree in the instrument by which Tenant accomplishes the subordination of its rights under this Lease so long as there shall be no Event that, if proceedings are brought for foreclosure of Default on behalf the lien of Tenant hereunder. Tenant agrees the mortgage or deed to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or secure debt if Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially Mortgagee causes the exercise of the power of sale set forth in the form attached as Exhibit E; provided that such Landlord Lender agrees mortgage or deed to recognize this Lease and secure debt, Tenant shall attorn to the rights purchaser upon the conclusion of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any the foreclosure or sale and recognize the purchaser as the landlord under any Landlord Mortgage this Lease. In relation to the foregoing, Tenant acknowledges and agrees that the form of Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit "D" (or transfer by deed in lieu thereof)the "SNDA") is an example of a form of a Subordination, this Lease shall remain in full force Non-Disturbance and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably Attornment Agreement acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.

Subordination. This Lease and In the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage event Landlord’s title or deed of trust constituting a lien on Landlord's fee leasehold interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which is now or hereafter affect all or any portion of the Premises (except encumbered in order to the extent that any such instrument expressly provides that this Lease is superior secure a loan to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb TenantLandlord, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendershall, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days of written request from Landlord or the lender execute in writing on agreement subordinating its rights under this Lease to the lien of such encumbrance, or, if so requested, agreeing that the lien of lender’s encumbrance shall be or remain subject and subordinate to the rights of Tenant under the Lease. Tenant’s failure to execute and deliver a subordination agreement in a timely manner shall constitute a material default under this Lease. Notwithstanding any such subordination, Tenant’s possession under this Lease shall not be disturbed if Tenant is not in default and so long as Tenant shall pay all amounts due hereunder and otherwise observe and perform all provisions of this Lease. In addition, if in connection with any such loan the lender shall request reasonable modifications of this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereof, provided that such modifications do not increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s rights hereunder. The foregoing rights of the Landlord and its mortgagee to subordinate the Lease shall be conditioned upon the execution of a subordination, non-disturbance and attornment agreement between Tenant and any future mortgagee(s) which desires to subordinate this Lease to such mortgagee’s mortgage. Within ten (10) days after written request any documentation from Landlord, Tenant shall deliver to Landlord such financial statements as are reasonably required by Landlord or Landlord’s lender to verify the net worth of Tenant. In addition, Tenant shall deliver to Landlord’s lender any TF Lender financial statements required by such holder to facilitate the financing or refinancing of Landlord’s interest in the Project. Tenant Lender, which are reasonably acceptable represents and warrants to Landlord that each such financial statement is a true and any Landlord Lender, to confirm the priority accurate statement as of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification statement. All financial statements or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, information provided by Tenant shall not pay be maintained strictly confidential, with access limited only to Landlord any installment of Base Rent more than one (I) month in advance individuals and representatives with a reasonable need to view the information and who have been advised of the due date thereofconfidential nature of the information, unless Landlord Lender and shall consent to such prepaymentbe used only for the purposes set forth herein.

Subordination. This Simultaneous with Landlord’s acquisition of the Airpark Parcel, Landlord and Tenant entered into a subordination, nondisturbance and attornment agreement with Avenue Bank, the Mortgagee that financed Landlord’s acquisition of the Land (on its own behalf and on behalf of any purchaser at foreclosure). At the closing of financing for the construction of the building described in the December Plans (as defined in the Construction Agreement), Landlord and Tenant will enter into an amended and restated subordination, nondisturbance and attornment agreement with Avenue Bank (on its own behalf and on behalf of any purchaser at foreclosure) mutually acceptable to the parties thereto and complying with the requirements set forth in the next succeeding sentence. At the option of any existing or future Mortgagee, this Lease and the rights of Tenant hereunder are expressly subject and may at any time during its continuation be made superior or subordinate to the lien of any mortgage one or deed more mortgages affecting the Property; provided, however, that the foregoing provisions with respect to such subordination shall not be effective unless such Mortgagee shall execute with Tenant a non-disturbance and attornment agreement whereby such Mortgagee (on its own behalf and on behalf of trust constituting a lien on Landlord's fee interest in the Premises any purchaser at foreclosure) agrees ("Landlord Mortgage"a) to recognize and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that honor this Lease is superior and Tenant’s rights hereunder, (b) to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to ’s possession and use of the Premises and Property or otherwise interfere with or disturb any of Tenant's ’s rights under this Lease so long as there Lease, and (c) that all insurance proceeds and condemnation awards shall be applied as set forth in this Lease; provided that if Tenant has terminated this Lease pursuant to a right to do so, any insurance proceeds or condemnation awards payable to Landlord in accordance with the terms of this Lease may be used to pay down Landlord’s debt to such Mortgagee. If a Mortgagee or any other person acquires title to the Property pursuant to the exercise of any remedy provided for in a Mortgage granted by Landlord, Tenant covenants and agrees to attorn to Mortgagee or such person as its new Landlord, and this Lease shall continue in full force and effect as a direct lease between Tenant and such Mortgagee or such other person upon all terms, covenants, conditions and agreements set forth in this Lease. However, in no Event event shall assignee or such person be (i) bound by any payment of Default on behalf rent made by Tenant to the Landlord for more than one (1) month in advance; or (ii) bound by any amendment or modification or termination of Tenant hereunderthis Lease affecting the interest of Mortgagee made without the written consent of Mortgagee after notice of such Mortgagee’s Mortgage is delivered to Tenant; or (iii) liable for any act or omission of any prior landlord (including Landlord) that is not continuing; or (iv) liable for any offsets, credits or other claims against rentals for any prior periods and/or against any other party or landlord (including Landlord). Tenant agrees to execute all tenant estoppel certificates and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents attornment agreements as Mortgagee shall reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentrequire.

Subordination. This Lease Payee understands and agrees that all amounts payable under this Note, whether for principal, interest or expenses, and 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 Tenant hereunder are expressly subject and subordinate to the lien principal of or premium or interest on any Senior Indebtedness (whether as a result of the acceleration thereof by the holder of any mortgage Senior Indebtedness or deed otherwise) (a “Payment Default”), then during the continuance of trust constituting a lien on Landlord's fee interest such default and until such payment has been made or such default has been cured or waived in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that writing by the holder of the Landlord Mortgage 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 ("Landlord Lender"but may accelerate this Note as provided in clauses (b) agrees 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 notice (“Default Notice”) of such default from Maker or the holder of such Senior Indebtedness and (iii) such default shall not have been cured by Maker or waived in writing not to disturb Tenant, Tenant's right to possession and use by the holder of the Premises Senior Indebtedness and Tenant's rights under less than 180 days shall have elapsed after the date of receipt by Payee of the Default Notice; provided, however, that nothing in this Lease so long sentence shall affect the ability of Payee to accelerate this Note as there 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 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 no Event deemed to be held in trust by Payee for the benefit of Default on behalf the applicable payee of Tenant hereunderthe Senior Indebtedness. Tenant agrees Payee agrees, at the request of any payee of Senior Indebtedness, to execute such additional documents and deliver instruments which any payee of Senior Indebtedness may reasonably request to Landlord carry out the foregoing and any Landlord Lender at any time 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 from time to time all such documents reasonably requested by Landlord or Landlord's LenderPayee, the obligation of Maker, which are reasonably acceptable to Tenant is unconditional and Tenant's Lenderabsolute, to confirm or effect such subordination including, without limitation, an SNDA substantially in pay to Payee the form attached principal of and interest on this Note as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and when the rights of Tenant set forth herein for so long as there same shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force become due and effect 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 Note, 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. Landlord and Payee shall not be deemed to owe any Landlord Lender shall execute within ten (10) days after request 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 documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions provision of this Section 17.13, such failure shall constitute an Event of Default hereunder, and the holder fact that such failure resulted from the application of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender Section 3 shall not be bound to construed as preventing the terms occurrence of, or mitigating, such Event of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentDefault.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien any deed of any trust, mortgage or other security instruments (each, as renewed, modified and/or extended from time to time, a “Mortgage”), or any ground lease, master lease, or primary lease (each, as renewed, modified and/or extended from time to time, a “Primary Lease”), that hereafter covers all or any part of the Leased Premises (the mortgagee under any such Mortgage, the beneficiary under any such deed of trust constituting trust, or the lessor under any such Primary Lease is referred to herein as a lien on “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage or other interest in the Leased Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section 22.7 shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lenderrequest, to confirm evidence the priority of such lender's interests. Notwithstanding the provisions subordination of this Section 17.1Lease to such Landlord’s Mortgagee’s Mortgage (including a subordination, the holder of any Landlord Mortgage to which non-disturbance and attornment agreement that among other provisions assures Tenant its rights under this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound disturbed) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage to this Lease. Upon request by Tenant, Landlord shall use reasonable commercial efforts to obtain a nondisturbance agreement from each Landlord Mortgagee whose interest in the Leased Premises is superior to this Lease. Such nondisturbance agreement shall provide that Tenant’s interest in the Leased Premises shall not be disturbed and that this Lease shall remain in effect in accordance with the terms set forth herein so long as Tenant is not in default of any material modification or amendment term of this Lease entered (taking into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendmentaccount cure provisions). Tenant hereby agrees that after a nondisturbance agreement on the date Landlord Mortgagee’s standard form shall satisfy the requirements of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Section.

Subordination. This Lease and Upon written request of Landlord, or the holder of any mortgage, deed of trust or other lien ("Lien Holder") encumbering the Leased Premises, Tenant shall subordinate its rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a or other lien on Landlord's fee interest in presently existing or hereafter arising upon the Leased Premises ("Landlord Mortgage") and to any renewals, extensions, modifications, consolidations refinancing and replacements extensions thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of Lien Holder agrees to recognize the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf and not to disturb the possession, use and other rights of Tenant under this Lease. Landlord agrees to use commercially reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement from the current Lien Holder(s), if any, and deliver same to Tenant within thirty (30) days from the date of this Lease. In addition, Landlord agrees to obtain a SNDA from any future Lien Holder within thirty (30) days after Landlord obtains financing from such Lien Holder; provided that if such SNDA is not so delivered, Tenant shall not be required to subordinate its rights under this Lease to such future Lien Xxxxxx'x xxxn. In the event of acquisition of title to the Leased Premises by said Lien Holder or any person through foreclosure proceedings or otherwise, the Lien Holder or other person acquiring title to the Premises agrees to accept Tenant under the Lease and to perform the Landlord's obligations hereunder. , provided that no default has occurred and is continuing; and Tenant agrees to execute attorn to and deliver recognize such Lien Holder or any other person acquiring title to the Premises. Landlord and any Landlord Lender at any time and Tenant agree that they will from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant upon request execute and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially deliver a statement in the recordable form attached as Exhibit E; provided certifying that such Landlord Lender agrees to recognize this Lease is unmodified and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect (or if there have been modifications, that the same is in accordance with its terms. Landlord full force and any Landlord Lender shall execute within ten effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that no party is not in default hereunder (10) days after request any documentation reasonably required by any TF Lender or Tenant Lenderor, which are reasonably acceptable to Landlord and any Landlord Lenderif there is an alleged default, to confirm stating the priority nature of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentalleged default).

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any mortgage Facility Mortgage and to any Ground Lease, to all advances made or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") hereafter to be made thereunder and any to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements thereofextensions thereof and substitutions therefore. This clause shall be self-operative and no further instrument of subordination need be required by any Facility Mortgagee or Ground Lessor; provided, which now or hereafter affect all however, that Lessor or any portion of the Premises (except Facility Mortgagee may elect to the extent that any such instrument expressly provides that make this Lease is superior to it); provided that the holder of the Landlord a Facility Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time by Notice to time all such documents reasonably requested by Landlord Lessee. As to any Facility Mortgage or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Ground Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject subordinate, Lessor shall provide Lessee with a “non-disturbance agreement” reasonably acceptable to Lessee and subordinate shall have such Facility Mortgagee or Ground Lessor providing that, if such Facility Mortgagee acquires the rightLeased Properties by way of foreclosure or deed in lieu of foreclosure, at its sole optionor if the Ground Lease is terminated, at any time, to subordinate and subject the Landlord Mortgage, in whole such Facility Mortgagee or in part, to Ground Lessor will not disturb Lessee’s possession under this Lease by recording a unilateral declaration to such effectand will recognize Lessee’s rights hereunder if and for so long as no Event of Default has occurred under this Lease and is continuing. Tenant hereby Lessee agrees that any Landlord Lender it shall not be bound withhold or delay its consent unreasonably to the terms of any material modification or amendment of this Lease entered into after reasonably required by a Facility Mortgagee or Ground Lessor, and Lessee shall be deemed to have withheld or delayed its consent unreasonably if Lessee has received the date non-disturbance agreement provided for above and the requested amendment does not materially (a) alter the economic terms of such Landlord Mortgagethis Lease, unless such Landlord Lender has consented to such material modification (b) diminish the rights of Lessee under this Lease or amendment. Tenant hereby agrees that after (c) increase the date obligations of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLessee under this Lease.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Property, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). This clause shall be self-operative, which now or hereafter affect all but no later than ten (10) business days after written request from Landlord or any portion holder of a Mortgage (each, a “Mortgagee” and collectively, “Mortgagees”), Tenant shall execute a commercially reasonable subordination agreement. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. No later than ten (10) business days after written request by Landlord or any Mortgagee, Tenant shall, without charge, attorn to any successor to Landlord’s interest in this Lease. Tenant hereby waives its rights under any current or future Law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale. Should Tenant fail to sign and return any such documents within said ten (10) business day period, Tenant shall be in default hereunder. Landlord has informed Tenant that the Property is currently encumbered by a Mortgage. Landlord shall request the Mortgagee (or its servicer) of the Premises existing Mortgage as of the date hereof to issue its standard subordination, non-disturbance and attornment agreement (except “SNDA”), pursuant to the extent that any which such instrument expressly provides that beneficiary agrees to recognize this Lease is superior to it); provided that in the holder event of the Landlord default under such Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantor sale under such Mortgage, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Tenant is not in default hereunder and the SNDA may include such other provision as described in the following paragraph. Landlord’s sole obligation under this section is to use commercially reasonable efforts to obtain such SNDA, which efforts shall be no Event deemed to mean that Landlord shall request such Mortgagee (or its servicer) issue such SNDA and pay the administrative cost (if any) charged by the Mortgagee for such request and for the Mortgagee’s costs to prepare the initial draft of Default on behalf of Tenant hereunderthe SNDA. Tenant agrees is responsible for paying all costs and expenses to execute and deliver negotiate any changes to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderthe SNDA, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an the lender attorneys’ fees and disbursements. Obtaining the SNDA substantially is not a condition precedent or subsequent to the Lease, nor a breach of Landlord’s obligation. The failure of such lender to issue its SNDA shall not relieve Tenant of any of its obligations under the Lease. In addition, notwithstanding anything in this Article 26 to the form attached as Exhibit E; provided contrary, if Tenant notifies Landlord that such Tenant request that Landlord Lender agrees ask any future Mortgagee to recognize this Lease provide Tenant with a non-disturbance, subordination, and the rights attornment agreement in favor of Tenant set forth herein for from any such Mortgagee who comes into existence after the date of this Lease, Landlord shall make such request with such future Mortgagee Such non-disturbance, subordination, and attornment agreement in favor of Tenant shall provide that, so long as there shall be no Event Tenant is paying the rent due under the Lease and is not otherwise in default under the Lease beyond any applicable cure period, its right to possession and the other terms of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this the Lease shall remain in full force and effect effect. Such non-disturbance, subordination, and attornment agreement may include other commercially reasonable provisions in accordance with its terms. favor of the Mortgagee, including, without limitation, additional time on behalf of the Mortgagee to cure defaults of the Landlord and provide that (a) neither Mortgagee nor any Landlord Lender successor-in-interest shall execute within ten be bound by (10i) days after request any documentation reasonably required payment of the Base Rent or any Additional Rent or other sum due under this Lease for more than 1 month in advance or (ii) any amendment or modification of the Lease made without the express written consent of Mortgagee or any successor-in-interest; (b) neither Mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) the breach of any warranties or obligations relating to construction of improvements on the property or any tenant finish work performed or to have been performed by any TF Lender 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 any offsets or defenses which Tenant Lendermight have against any prior landlord (including Landlord), which are reasonably acceptable Landlord’s sole obligation under this paragraph is to Landlord request such agreement. Tenant is responsible for paying all costs and any Landlord Lenderexpenses for such agreement, including, without limitation, the lender attorneys’ fees and disbursements. Obtaining such agreement is not a condition precedent or subsequent to confirm the priority this Lease, nor a breach of Landlord’s obligation. The failure of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder lender to issue such agreement shall not relieve Tenant of any Landlord Mortgage to which this Lease is subject and subordinate shall have of its obligations under the rightLease, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment but Tenant’s subordination of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of future is conditioned upon such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month future Mortgage non terminate this Lease as provided in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis paragraph.