Common use of Subordination Clause in Contracts

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, any part thereofthe Project, or the land on upon which it the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is situatespecified as security (collectively, “Security Instruments”). Upon delivery Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a nondisturbance conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and attornment agreement which is reasonably satisfactory become the tenant of the successor-in-interest to TenantLandlord, stating that at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease iswith respect to any such Security Instruments, and all shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights hereunder are under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and shall always be, subject and subordinate to record any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights document in the Building or Leased Spacename and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize any such holder as the successor Landlord Tenant’s landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument Lease any superior lessor, superior mortgagee or document shall be necessary unless required by any such Mortgagee other purchaser or purchaser. Notwithstanding anything person taking title to the contrary set forth above, Building by reason of the termination or foreclosure of 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written requestSecurity Instrument, and from time to timeTenant shall, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordof demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Building, any part thereof, property or the land on which it is situate. Upon delivery Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of a nondisturbance any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and attornment agreement which is reasonably satisfactory superior thereto, upon written request of Landlord to Tenant, stating that 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 is, to be and all of Tenant’s rights hereunder are become and shall always be, remain subject and subordinate to any such mortgageand all ground or underlying leases, leases mortgages or deeds of Landlord’s property (in sale-leaseback) pursuant to trust which Landlord has or shall retain the 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 executed covering the Leased Space Premises, the Project or the Building, property or any part thereof and renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and extensions without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, and 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 the holder Tenant is not then or thereafter in breach of any such interest forecloses covenant or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under provision of this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth aboveTenant agrees, 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following 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. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a request therefor from Landlordcommercially 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 give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber Without the Buildingnecessity of any additional document being executed by Tenant for the purpose of effecting a subordination, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, 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 all or any such mortgageportion of the Project, (ii) any CC&Rs (including without limitation the CC&Rs described in EXHIBIT C), and (iii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which all or any portion of the Project, ground leases of or underlying leases, or Landlord’s property interest or estate in any of said items, is specified as security (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession any of the Leased Space (and/or the Building) or security instruments (collectively called foregoing, a “Mortgage”) that now exist, and the beneficiary or may hereafter mortgagee under any of the foregoing, a “Mortgagee”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be placed upon the Leased Space subordinated any such ground leases or the Building, underlying leases or any part thereof and all advances such Mortgages to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereof, and if the holder of for any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacereason, Tenant shall shall, notwithstanding any subordination, attorn to and recognize any such holder as become the Tenant of the successor in interest to Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any at the option of such Mortgagee or purchasersuccessor in interest. Notwithstanding anything to the contrary set forth abovecontained herein, 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 set forth therein, thereupon this Lease shall not be deemed prior subject or subordinate to any ground or underlying lease or to any Mortgage, unless the ground lessor or Mortgagee executes a reasonable recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Landlord and Tenant covenant and agree to cooperate in efforts to obtain a mutually acceptable form of subordination, non-disturbance and attornment agreement from Landlord’s current Mortgagee, and Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form requested by Landlord and reasonably acceptable to Tenant (Tenant has approved the form of the subordination, non-disturbance and attornment agreement attached as EXHIBIT F, without limiting Tenant’s future approval of any additional or substitute form), any customary additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such Mortgage. Should Landlord or Tenant shall execute, deliver and record any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from after Landlord’s written request.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber 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 will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any part mortgage or deed of trust which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord reserves the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, leases at the election of Landlord’s property ('s successor in sale-leaseback) pursuant interest, Tenant agrees to attorn to and become the tenant of such successor in which Landlord has or shall retain the event Tenant's right of to possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter Premises will not 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights disturbed as long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative 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 no further instrument the obligations of Tenant hereunder in the event of any such foreclosure proceeding or document shall be necessary unless sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Mortgagee ground lease or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee underlying leases or the purchaser all instruments and/or lien of any such mortgage or deed of trust. If Tenant fails to sign and return any such documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordof receipt, Tenant will be in default hereunder.

Subordination. Landlord represents that no Mortgages may execute and deliver a mortgage or trust deed in the nature of a mortgage (hereafter definedboth sometimes hereinafter referred to as "Mortgage") currently encumber against the Building, the Project or any part interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the 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, or to the land on which it is situate. Upon delivery lien of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease isany Mortgage now or hereafter encumbering any portion of the Project, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 hereafter to be made thereunder and extensions upon the security thereof, and if the holder of provided that any such interest forecloses subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or extinguishes Landlord’s rights Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative Tenant agrees to execute and no further instrument or document shall be necessary unless required by deliver such instruments subordinating this Lease to any such Mortgagee Ground Lease or purchaserto the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary set forth abovecontained herein, any Mortgagee may at any time mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, without whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant’s consent, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by execution registered or certified mail, a copy of a written document subordinating such Mortgage to this Lease to the extent set forth thereinany notice of default served upon Landlord by Tenant, thereupon this Lease shall be deemed provided that prior to such Mortgagenotice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Should Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to 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 mortgage is prevented from commencing or any Mortgagee or purchaser desire confirmation pursuing such foreclosure proceedings by reason of either Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such subordination or such attornment, as the case may bedefaults has expired without cure, Tenant upon written requestshall have no right to, and from time shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to timereduce the rent paid hereunder or shorten the Term, will execute and deliver without charge and or so as to adversely affect in form reasonably satisfactory any other respect to Tenant, any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attornprior written consent, in recordable form within ten (10) business days following a request therefor from Landlordeach instance, of any ground lessor or mortgagee.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease isThis Agreement, and any and all rights of Tenant’s rights hereunder Manager hereunder, are and shall always be, be subject and subordinate to any such mortgagefinancing (whether senior financing, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now existmezzanine level financing, or may hereafter be placed upon preferred equity) respecting the Leased Space or the Building, Project (or any part portion thereof) (collectively, the “Property Financings”), and any ground or master lease with respect to the Project or any portion thereof (collectively, “Leases”), and all advances renewals, extensions, modifications, consolidations and replacements thereof, and to each and every advance made or hereafter to be made thereunder and extensions thereof, and if the holder of under any such interest forecloses Property Financings or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this LeaseLeases. The aforesaid provision This section shall be self-operative and no further instrument or document of subordination shall be necessary unless required by required. In confirmation of such subordination, Manager shall promptly execute, acknowledge and deliver any instrument that Owner, the landlord under any of the Leases or the holder of any such Mortgagee Property Financings or purchaserthe trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Notwithstanding anything to the contrary set forth above, any Mortgagee may at 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within upon not less than ten (10) business days following prior notice from Manager or Owner, the certifying party shall furnish to the requesting party, or a request therefor from Landlorddesignee thereof, an estoppel certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which Manager has been paid hereunder, that to the knowledge of the certifying party, no default or an event of default has occurred and is continuing or, if a default or an event of default shall exist, specifying in reasonable detail the nature thereof and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any subordination or estoppel furnished pursuant to this Section 12.12 may be relied upon by Owner, and its affiliates, Lenders, and any prospective landlord or Lender of the Project or any portion thereof. Manager shall not unreasonably withhold its consent to any amendment to this Agreement reasonably required by such lender or lessor, provided that such amendment does not (i) increase Manager’s financial obligations hereunder, or (ii) have a material adverse effect upon Manager’s rights hereunder, or (iii) materially increase Manager’s non-economic obligations hereunder.

Subordination. Landlord represents that no Mortgages (hereafter defineda) currently encumber the Building, any part thereof, or the land on which it This Lease is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate in all respects to any such mortgage, all ground leases and/or underlying leases now or hereafter covering the real property of Landlord’s property (in sale-leaseback) pursuant which the premises form a part and to all mortgages which Landlord has may now or shall retain the 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 on or the Buildingaffect such leases and/or real property, or and/or Landlord's interest therein, and to each advance made and/or hereafter to be made under any part such mortgages, and to all renewals, additions, modifications, consolidations, replacements, spreaders and extensions thereof and all advances made or to be made thereunder substitutions of and extensions thereof, and if the holder of any for such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Leaseground leases and/or underlying leases and/or mortgages. The aforesaid provision This subparagraph (a) shall be self-operative and no further instrument or document of subordination shall be necessary unless required by required. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord and/or mortgagee and/or the lessor under any ground or underlying lease and/or their respective successors in interest may request. Tenant hereby constitutes and appoints Landlord and/or any mortgagee and/or the lessor under any ground or underlying lease and/or their respective successors in interest ▇▇▇▇▇▇'s attorney-in-fact to execute and deliver any such Mortgagee certificate or purchaser. Notwithstanding anything to certificates for and on behalf of ▇▇▇▇▇▇. (b) Without limitation of any of the contrary set forth aboveprovisions of this Lease, any Mortgagee may if at any time subordinate its Mortgage to during the term of this Lease, without Tenant’s consent, by execution Landlord shall be the holder of a written document subordinating leasehold estate covering the real property of which the premises form a part, and if such Mortgage to this Lease to the extent set forth therein, thereupon this Lease leasehold estate shall terminate or be deemed prior to such Mortgage. Should Landlord or terminated for any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may bereason, Tenant agrees, at the election and upon written requestdemand of any owner of the real property of which the premises form a part, and or of any mortgagee in possession thereof, or of any holder of a leasehold hereafter affecting the real property of which the premises form a part, to attorn, from time to time, will execute to any such owner, mortgagee or holder, upon the terms and deliver conditions set forth herein for the remainder of the term demised in this Lease. The foregoing provisions shall inure to the benefit of any such owner, mortgagee or holder, shall apply to the tenancy of Tenant notwithstanding that this Lease may terminate upon the termination of any such leasehold estate, and shall be self-operative upon any such demand, without charge and in form reasonably satisfactory requiring any further instrument to give effect to said provisions. Tenant, Landlordhowever, upon demand of any such owner, mortgagee or holder, agrees to execute, from time to time, an instrument in confirmation of the Mortgagee foregoing provisions, satisfy to such owner, mortgagee or the purchaser all instruments and/or documents that may be required to holder, in which Tenant shall acknowledge such subordination and/or agreement attornment and shall set forth the terms and conditions of its tenancy, which shall be the same as those set forth herein and shall apply for the remainder of the term originally demised in this Lease. Nothing contained in this subparagraph (b) shall be construed to attornimpair any right, privilege or option of any such owner, mortgagee or holder. (c) The term "mortgage(s)" as used in recordable form within ten (10) business days following this Lease shall include any mortgage or any deed of trust. The term "mortgagee(s)" as used in this Lease shall include any mortgagee or any trustee under a request therefor from Landlorddeed of trust. The term "mortgagor(s)" as used in this Lease shall include any mortgagor or any grantor under a deed of trust.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating Tenant agrees that this Lease isAgreement shall, and all at the option of Tenant’s rights hereunder are and shall always beLandlord, be subject and subordinate to any such mortgage, leases deed of Landlord’s property (in sale-leaseback) pursuant to trust or other instrument of security which Landlord has been or shall retain the 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 on the Leased Space or the Building, or any part thereof and all advances made or to be made thereunder and extensions thereofPremises, and if this subordination is hereby made effective without any further act of Tenant or Landlord provided that the holder of any such interest forecloses or extinguishes Landlord’s rights instrument to which this Agreement is subordinated provides a Subordination and Non-Disturbance Agreement (“SNDA”) in the Building form attached hereto as Exhibit “E” or Leased Space, Tenant shall attorn to and recognize any in such holder other commercially reasonable form as the successor Landlord under this Lease. The aforesaid provision shall may be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything acceptable to the contrary set forth abovelender and Tenant. Tenant shall, any Mortgagee may at any time subordinate its Mortgage to hereinafter, on demand, execute an SNDA in such form for the purpose of subjecting or subordinating this Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease Agreement to the extent set forth thereinlien of any such mortgage, thereupon this Lease shall be deemed prior to such Mortgagedeed of trust or other instrument of security. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, If Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form fails within ten (10) business days following receipt of said SNDA to execute and deliver any such document such failure shall, at Landlord’s option, constitute a request therefor from default by Tenant under this Agreement. Tenant agrees to attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in any deed given in lieu of foreclosure. In such event, Tenant shall execute, at Landlord’s or the lender’s request, such recognition and attornment agreement as the lender, at its option, may reasonably require. Landlord and Tenant acknowledge that it is the intention that a subordination, non-disturbance and attornment agreement (in reasonably industry standard form) be executed by Landlord, Tenant and any mortgage lender for the Premises. Landlord agrees to be diligent and negotiate in good faith with any lender to obtain quiet enjoyment/non-disturbance agreement regarding the Premises provided that Tenant is in conformance with the terms and conditions of the Agreement. (Landlord shall not be required to pay any consideration to the lender for the same).

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this This Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to at all times to: (a) all reciprocal easement agreements, and any such mortgage, ground leases of Landlord’s property (in sale-leaseback) pursuant to or underlying leases which Landlord has may now exist or shall retain the 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 executed affecting the Leased Space Project, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the BuildingProject, or any part thereof and all advances made ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above, subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made thereunder and extensions thereoffor any reason, and if (i) no person or entity which as a result of the holder foregoing succeeds to the interest of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision , (a “Successor”) shall be self-operative and no further instrument liable for any default by Landlord or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything other matter that occurred prior to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage date the Successor succeeded to Landlord’s interest in this Lease, without and (ii) Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the Successor, at the option of the Successor. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such mortgage or deed of trust and Tenant’s consent, by execution of a written document subordinating such Mortgage failure to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge any such subordination and/or agreement to attorn, in recordable form document within ten (10) business days following a request therefor from Landlordafter such demand by Landlord shall constitute an Event of Default without further notice. Landlord shall use commercially reasonable efforts to obtain the written agreement of the mortgagee or trustee named in any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or underlying lease, that so long as an Event of Default by Tenant is not in existence, neither this Lease nor any of Tenant’s rights hereunder shall be terminated or modified, nor shall Tenant’s possession of the Premises be disturbed or interfered with, by any trustee’s sale or by an action or proceeding to foreclose said mortgage, deed of trust or other encumbrance.

Subordination. Landlord represents This Lease shall be subject and subordinate to all present (including that no Mortgages certain Second Amended and Restated Ground Lease (Parcel 1), dated September 25, 1989, between ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Corporation, as lessor, and Landlord, as lessee, as amended by that certain First Amendment to Second Amended and Restated Ground Lease (Parcel 1), dated October 17, 1989) and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter defined) currently encumber in force against the Building, Building or Project or any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease isif any, and to all of Tenant’s rights hereunder are renewals, extensions, modifications, consolidations and shall always bereplacements thereof, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 hereafter to be made thereunder upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and extensions thereof, and if agrees in the holder event any proceedings are brought for the foreclosure of any such interest forecloses mortgage or extinguishes Landlord’s rights deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Building lienholder or Leased Space, Tenant shall attorn to and recognize purchaser or any successors thereto upon any such holder foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the successor Landlord lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. The aforesaid provision shall Landlord’s interest herein may be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may assigned as security at any time subordinate its Mortgage to this Leaseany lienholder. Tenant shall, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a of request therefor from by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Landlord represents that no Mortgages (hereafter defineda) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this This Lease is, and all rights of Tenant’s rights Tenant hereunder are and shall always be, subject and subordinate to all current and future underlying leases, deeds of trust, mortgages or other security instruments covering any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession portion 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, Property or any part thereof and all advances made or to be made thereunder and extensions thereofinterest of Landlord therein, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor same may be amended from time to time. This provision is declared by Landlord under this Lease. The aforesaid provision shall and Tenant to be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge effect such subordination and/or agreement of this Lease. Upon demand, however, Tenant shall execute, acknowledge, and deliver to attornLandlord any further instruments evidencing such subordination as Landlord, in recordable form and any mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) business days following after the Landlord’s request, Landlord is hereby empowered to do so in Tenant’s name and on Tenant’s behalf; Tenant hereby irrevocably appoints Landlord as Tenant’s agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments, such appointment being coupled with an interest and therefore irrevocable. (b) Notwithstanding the generality of the foregoing provisions of Section 28(a), any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such deed of trust or mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after any transfer of Landlord’s interest in the Property, Tenant shall, upon request of such transferee (“Successor Landlord”), automatically attorn to and become the Tenant (or if the Demised Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in the terms or other provisions of this Lease (or, in the case of a request therefor from Landlordpermitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall not be bound by any subsequent modifications to this Lease without the consent of the Successor Landlord or by any payment made by Tenant of Rent for more than one (1) month in advance. This agreement of Tenant to attorn to a Successor Landlord shall survive any foreclosure sale, trustee’s sale, conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination, execute, acknowledge, and deliver to the Successor Landlord any written instruments evidencing such attornment as such Successor Landlord may reasonably require.

Subordination. Landlord represents that no Mortgages (hereafter defineda) currently encumber The rights and interest of Tenant under this Agreement and any and all liens, rights and interests (whether ▇▇▇▇▇▇ or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held by Tenant in and to the BuildingLeased Property are and shall be in all respects subject, subordinate and inferior to the Mortgage Loan and the Mortgage Loan Documents and the Mezzanine Loans and Mezzanine Loan Documents and to the liens, security interests and all other rights and interest created or to be created therein or thereby for the benefit of Lender, and securing the repayment of the Mortgage Loan and Mezzanine Loans including, without limitation, those created under the Mortgage covering, among other things, the Leased Property, and filed or to be filed of record in the public records maintained for the recording of mortgages in the jurisdictions where the Leased Property is located, and all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and replacements thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage Loan and Mezzanine Loan had been executed and delivered and the Mortgage recorded prior to the execution and delivery of this Agreement. At its option and in its sole discretion, Lender may elect to give the rights and interest of Tenant under this Agreement priority over the lien of the Mortgage. At its option and in its sole discretion, any part thereofMezzanine Lender may elect to give the rights and interests of Tenant under this Agreement priority over the lien of its Mezzanine Loan. In the event of such election, the rights and interest of Tenant under this Agreement automatically shall have priority over the lien of the Mortgage and no additional consent or instrument shall be necessary or required. However, Tenant agrees to execute and deliver whatever instruments may be reasonably requested by Lender for such purposes, and in the land on which it is situate. Upon delivery event Tenant fails so to do after demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney-in-fact and in its name, place and stead so to do. (b) To induce Landlord to enter into this Agreement, Tenant has agreed to execute and deliver to Lender under a Mortgage Loan a security agreement to encumber and grant a security interest in (x) the leasehold interest created hereby, (y) all rights of Tenant under this Agreement and (z) the FF&E transferred to Tenant and the Casino Personal Property. (c) If required by Mortgage Lender or Mezzanine Lender, Tenant will enter a nondisturbance subordination and attornment agreement which is reasonably satisfactory to Tenantindicate its concurrence with the provisions hereof. Such subordination and attornment agreement shall provide that the Lender of the Mortgage Loan or a Mezzanine Lender may, stating that in accordance with Article XV of this Lease isAgreement, terminate this Agreement, and all may also contain such other terms and conditions, including pledges of the Tenant’s rights hereunder are and shall always beCasino Personal Property, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or as may hereafter otherwise 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee Mortgage Lender or purchaser. Notwithstanding anything Mezzanine Lender and are reasonably agreed to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without by Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord.

Subordination. This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property; however, Landlord represents to Tenant that no Mortgages (as of the date of this Lease, the Project is not encumbered by any mortgage or deed of trust. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which may hereafter defined) currently encumber affect the BuildingReal Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any part thereof, such lease or the land on which it is situate. Upon delivery holder or holders of a nondisturbance any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and attornment agreement which is reasonably satisfactory superior thereto, upon written request of Landlord to Tenant, stating 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, and provided further that as a condition precedent to Tenant’s obligation to be subordinate to future liens, Landlord obtains from the lender or other party in question an SNDA (as defined below). Landlord shall have the right to cause this Lease is, to be and all of Tenant’s rights hereunder are become and shall always be, remain subject and subordinate to any such mortgageand all ground or underlying leases, leases mortgages or deeds of Landlord’s property (in sale-leaseback) pursuant to trust which Landlord has or shall retain the 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 executed covering the Leased Space Premises, the Project or the Building, property or any part thereof and renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and extensions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything without regard to the contrary set forth abovetime or character of such advances, any Mortgagee may at any time subordinate its Mortgage together with interest thereon and subject to this Leaseall the terms and provisions thereof. Tenant agrees, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following 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; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant (an “SNDA”) 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 that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request therefor from execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Landlord represents that no Mortgages (hereafter defineda) currently encumber the Building, any part thereof, or the land on which it This Lease is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to (i) any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has and all mortgages now or shall retain hereafter affecting the right of possession fee title of the Leased Space Property, and to any and all present and future extensions, modifications, renewals, replacements and amendments thereof; and (and/or ii) any and all ground or underlying leases now or hereafter affecting the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon the Leased Space or the Building, Property or any part thereof and to any and all advances made extensions, modifications, renewals, replacements and amendments thereof. Such subordination shall be automatic provided that Tenant shall execute and deliver to any present or future mortgagee such documentation as shall be required by such mortgagee to confirm such subordination. Landlord shall request and use its reasonable good faith efforts to obtain for Tenant a non-disturbance agreement from any present or future or ground lessor provided that Landlord shall have no liability to Tenant in the event Landlord is unable to obtain such agreement. Tenant will execute and deliver promptly to Landlord any certificate or instrument which Landlord, from time to time, may request for confirmation of the provisions of this Article 14. (b) If at any time prior to the expiration of the Term, any superior lease shall terminate or be made thereunder terminated for any reason or any mortgagee comes into possession of the Property or the estate created by any superior lease by receiver or otherwise, Tenant agrees, at the election and extensions thereofupon demand of any owner of the Property, and if or of the holder lessor, or of any mortgaged in possession of the Property, to attorn, from time to time, to any such owner, lessor or mortgagee or any person acquiring the interest of Landlord as a result of any such interest forecloses termination, or extinguishes Landlord’s rights as a result of a foreclosure of the mortgage or the granting of a deed in lieu of foreclosure, upon the Building or Leased Space, Tenant shall attorn to then executory terms and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to conditions of this Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease subject to the extent set forth thereinprovisions of Article 14(a) hereof, thereupon and this Lease shall Article 14(b) for the remainder of the Term, provided that such owner, lessor or mortgagee, or receiver caused to be deemed prior to such Mortgage. Should Landlord or appointed by any Mortgagee or purchaser desire confirmation of either such subordination or such attornmentthe foregoing, as the case may be, Tenant upon written requestshall then be entitled to possession of the Premises and provided further that such owner, and from time to timelessor or mortgagee, will execute and deliver as the case may be, or anyone claiming by, through or under such owner, lessor or mortgagee, as the case may be, including a purchaser at a foreclosure sale, shall not be: (i) liable for any act or omission of any prior landlord (including, without charge and in form reasonably satisfactory to Tenant, Landlordlimitation, the Mortgagee then defaulting landlord), or (ii) subject to any defense or offsets which Tenant may have against any prior landlord (including, without limitation, the purchaser all instruments and/or documents that then defaulting landlord), or (iii) bound by any payment of Rent which Tenant may be required have made to acknowledge any prior landlord (including, without limitation, the then defaulting landlord) more than one (l) month in advance of the date upon which such subordination and/or agreement to attornpayment was due, in recordable form within ten or (10iv) business days following a request therefor from Landlordbound by any amendment or modification of this Lease made after the date when such mortgagee acquired its interest as mortgagee and Tenant received notice of such mortgage, or such lessor acquired its interest as lessor, as the case may be, without its consent.

Subordination. Upon lease execution, Landlord represents that no Mortgages (shall provide Tenant with a commercially reasonable form of SNDA executed by any lender with a current secured interest against the Building. Without the necessity of any document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, and to the lien of any part thereof, mortgage or the land on deed of trust which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has may now exist or shall retain the 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 executed in any amount for which the Building, the Premises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any part thereof and all advances such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereof, and if the holder of for any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacereason, Tenant shall shall, notwithstanding any subordination, attorn to and recognize any such holder as become the Tenant of the successor Landlord under this Leasein interest to Landlord, at the option of such successor in interest. The aforesaid provision provisions of this Article 11 shall be self-operative and no further instrument or document shall be necessary unless required required. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Mortgagee ground leases or purchaser. Notwithstanding anything to underlying leases, the contrary set forth above, lien of any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution such mortgage or deed of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord trust or any Mortgagee reciprocal easement agreements. Upon any sale of the Building, or purchaser desire confirmation refinance of either such subordination or such attornmentany loan secured by the Building, as the case may be, Tenant upon written request, and Landlord agrees to use its best efforts to obtain an executed SNDA from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordany new lender.

Subordination. This Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements, and any ground leases or underlying leases which may now exist or hereafter be executed affecting the Property, (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Property, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security, and (c) any access agreements which may now exist or hereafter be executed affecting the Property, including, without limitation, that certain Access Agreement between Landlord represents and Teledyne MEC dated as of February 28, 1995. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above, subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no Mortgages person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (hereafter defineda “Successor”) currently encumber shall be liable for any default by Landlord or any other matter that occurred prior to the Buildingdate the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the Successor, at the option of the Successor. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any part thereofadditional documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the land on which it lien of any such mortgage or deed of trust and Tenant’s failure to execute and deliver any such document within ten (10) Business Days after such demand by Landlord shall constitute an Event of Default without further notice. Landlord shall use commercially reasonable efforts to obtain the written agreement of the mortgagee or trustee named in any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or underlying lease, that so long as an Event of Default by Tenant is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenantnot in existence, stating that neither this Lease is, and all nor any of Tenant’s rights hereunder are and shall always bebe terminated or modified, subject and subordinate to any such mortgage, leases of Landlordnor shall Tenant’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) Premises be disturbed or security instruments (collectively called “Mortgage”) that now existinterfered with, 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee trustee’s sale or purchaser. Notwithstanding anything by an action or proceeding to the contrary set forth aboveforeclose said mortgage, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution deed of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord trust or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordother encumbrance.

Subordination. Landlord represents that no Mortgages (hereafter defineda) currently encumber the BuildingThe indebtedness evidenced by this Note is hereby expressly subordinated, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 and in the manner hereinafter set forth thereinin an applicable Subordination Agreement (described below), thereupon this Lease shall be deemed in right of payment to the prior payment in full of all of the Company’s Senior Indebtedness, subject to the terms and conditions of such MortgageSubordination Agreement. Should Landlord or any Mortgagee or purchaser desire confirmation The Holder further agrees to execute a customary form of either such subordination or such attornmentagreement, as requested by any current or future lender to the case may beCompany, Tenant upon written requestin form and substance reasonably acceptable to the Requisite Holders, to effect the foregoing subordination, including, without limitation, that certain Subordination Agreement by and among Lucid Trustee Services Limited, the lenders party thereto from time to time, will execute and deliver without charge the Holders, dated October 7, 2021 (the “Subordination Agreement”). “Senior Indebtedness” shall mean the principal of and unpaid interest and premium, if any, on (i) indebtedness for borrowed money of the Company or with respect to which the Company is a guarantor, whether outstanding on the date hereof or hereafter created, to banks, commercial finance lenders or other institutions regularly engaged in form reasonably satisfactory to Tenantthe business of lending money, Landlordwhether or not secured, (ii) any deferrals, renewals or extensions or any debentures, notes or other evidence of indebtedness issued in exchange for such Senior Indebtedness, and (iii) that indebtedness set forth in that certain Credit Agreement, dated as of October 7, 2021 by and between the Company and Deutsche Bank AG, London Branch, as Lead Arranger. Nothing contained in this the preceding paragraphs shall impair, as between the Company and the Holder, the Mortgagee obligation of the Company, which is absolute and unconditional, to pay to the Holder hereof the principal hereof and interest hereon as and when the same shall become due and payable, or shall prevent the purchaser Holder, upon default hereunder, from exercising all instruments and/or documents that may be required rights, powers and remedies otherwise provided herein or by applicable law, all subject to acknowledge such subordination and/or agreement the rights, if any, of the holders of Senior Indebtedness under the preceding paragraphs to attorn, in recordable form within ten (10) business days following a request therefor from Landlordreceive cash or other properties otherwise payable or deliverable to the Holder pursuant to this Note.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any mortgagee with a lien on the Building or any ground lessor with respect to the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior subject and subordinate at all times to: (i) All ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, (ii) The lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such Mortgage. Should Landlord ground leases or underlying leases or any Mortgagee such liens to the Lease. In the event that any ground lease or purchaser desire confirmation underlying lease terminates for any reason or any mortgage or deed of either such subordination trust is foreclosed or such attornment, as the case may bea conveyance in lieu of foreclosure is made for any reason, Tenant upon written requestshall, notwithstanding any subordination, attorn to and from time become the Tenant of the successor in interest to timeLandlord, will at the option of such successor in interest. Tenant covenants and agrees to execute and deliver without charge deliver, upon demand by Landlord and in the form reasonably satisfactory requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, and (iii) The CC&R's as described in recordable form within ten (10) business days following a request therefor from LandlordArticle 6.

Subordination. Landlord represents Provided that no Mortgages (hereafter defined) currently encumber the BuildingTenant is provided with a reasonable and customary subordination, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if duly executed by the holder of any such mortgage or deed of trust or the landlord pursuant to any ground lease, this Lease shall be subject and subordinate at all times to (a) all ground leases or underlying leases that may now exist or hereafter be executed affecting either or both of the Premises and the Property and (b) any mortgage or deed of trust that may now exist or hereafter be placed upon, and encumber, any or all of (x) the Property; (y) any ground leases or underlying leases for the benefit of the Property; and (z) all or any portion of Landlord's interest forecloses or extinguishes Landlord’s rights estate in any of said items. Notwithstanding the Building foregoing, Landlord shall have the right to subordinate or Leased Space, Tenant shall attorn cause to and recognize be subordinated any such holder as ground leases or underlying leases that benefit the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument Property or document shall be necessary unless required by any such Mortgagee mortgage or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage deed of trust liens to this Lease, without Tenant’s consentSO LONG AS SUCH LIEN HOLDERS Tenant Initial__________ Landlord Initial__________ AGREE IN A SIGNED WRITING NOT TO DISRUPT TENANT'S LAWFUL ENJOYMENT, USE AND POSSESSION OF THE PREMISES IN ACCORDANCE WITH THE LEASE. Tenant shall execute and deliver, upon demand by execution Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the priority of a written document subordinating such Mortgage to subordination of this Lease with respect to any such ground leases or underlying leases for the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord benefit of the Property or any Mortgagee such mortgage or purchaser desire confirmation deed of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordtrust.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber This Lease shall be subject and subordinated at all times to the Building, terms of any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, ground or underlying leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, exist or may hereafter be placed upon executed affecting the Leased Space or the Premises, Building, or the Project and to the liens of any part thereof and all advances made mortgages or to be made thereunder and extensions thereofdeeds of trust in any amount or amounts whatsoever, and if whether now existing or hereafter created, encumbering all or any combination of the holder of any such interest forecloses or extinguishes Landlord’s rights in Leased Premises, the Building or Leased Spacethe Project, without the necessity of having further instruments executed by the Tenant to effect such subordination. In furtherance thereof, Tenant acknowledges that Landlord shall not have the authority without first obtaining the written consent of any mortgagee, to consent to the cancellation or surrender of this lease, or accept prepayment of rents, issues or profits under the lease, other than as provided for in this Lease, nor to modify this Lease so as to shorten the term, decrease the rent, accelerate the payment of rent, or change the terms of any renewal option, and any such purported assignment, cancellation, surrender, prepayment or modification made without the written consent of the mortgagee shall be void as against the mortgagee. Notwithstanding the foregoing, Tenant has executed the Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit D and covenants and agrees to execute and deliver upon demand such further instruments, evidencing such subordination of this Lease to such ground or underlying leases and to the lien of any and all such mortgages or deeds of trust as may be reasonably requested by Landlord. If Tenant shall fail to execute and deliver such instruments within fifteen (15) days of Landlord’s request, Landlord is hereby granted power of attorney to execute such instruments in the name of Tenant as the act and deed of Tenant, and this authorization is hereby declared to be coupled with an interest and is irrevocable during the term of this Lease. In the event of termination, for any reason whatsoever, of any underlying lease, or if the Leased Premises, Building or Project is sold to a purchaser, or any mortgage holder or holder of deed of trust succeeds to ownership of the Leased Premises, Building or Project by reason of a foreclosure, deed in lieu therefor or otherwise, then Tenant shall, at such successor’s request, be and become the tenant of such underlying landlord, purchaser, mortgagee or holder of deed of trust and shall attorn to and recognize any such holder as the successor Landlord same under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber Originator shall have the Buildingright to receive, and SPV shall make, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always bepayments relating to the loans made under this Subordinated Note provided that, subject and subordinate after giving effect to any such mortgagepayment, leases of Landlord’s property the Adjusted Net Receivables Balance (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any as such interest forecloses or extinguishes Landlord’s rights term is defined in the Building or Leased SpaceReceivables Purchase Agreement hereinafter referred to) at such time under the Receivables Purchase Agreement exceeds the sum of (a) the Aggregate Capital (as defined in the Receivables Purchase Agreement) at such time under the Receivables Purchase Agreement, Tenant shall attorn to and recognize any plus (b) the Aggregate Reserves (as defined in the Receivables Purchase Agreement) at such holder as time under the successor Landlord under this LeaseReceivables Purchase Agreement. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate its Mortgage to this Lease, without Tenant’s consent, by execution in right of a written document subordinating such Mortgage to this Lease payment to the extent set forth therein, thereupon this Lease shall be deemed prior payment of any indebtedness or obligation of SPV owing to such Mortgage. Should Landlord the Administrative Agent or any Mortgagee or purchaser desire confirmation Purchaser under that certain Amended and Restated Receivables Purchase Agreement dated as of either such subordination or such attornmentMay 9, 2014 by and among SPV, RPM International Inc., as initial Servicer, various “Purchasers” from time to time party thereto, and PNC Bank, National Association, as the case may be“Administrative Agent” (as amended, Tenant upon written requestrestated, and supplemented or otherwise modified from time to time, will execute the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and deliver without charge and in form reasonably satisfactory to Tenant, Landlordmay be enforced by, the Mortgagee Administrative Agent and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date that is one year and one day following the date on which all “Capital” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in Section 5.1(f) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the purchaser all instruments and/or documents that may benefit of, and deemed to be required the property of, and shall be immediately paid over and delivered to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordthe Administrative Agent for the benefit of the Senior Claimants.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it This Lease is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to the following (each an “Encumbrance”): (a) any reciprocal easement agreements and ground leases or other underlying leases that may now exist or hereafter be executed affecting Landlord’s interest in the Property, or any portion thereof, and (b) the lien of any mortgage or deed of trust that may now exist or hereafter be executed by Landlord in any amount for which any part of the Property, any ground leases or underlying leases, or Landlord’s interest or estate therein, is specified as security; provided that as a condition to any such mortgageEncumbrance, leases the holder of Landlordthe Encumbrance shall, at County’s property (request, enter into a subordination and nondisturbance agreement with County in sale-leaseback) pursuant to which a form then commercially reasonable. Notwithstanding the foregoing, Landlord has or shall retain have the right to subordinate or cause to be subordinated to this Lease any Encumbrance. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, County shall pay subsequent Rent and attorn to and become the tenant of such successor Landlord, at the option of such successor-in-interest, provided that County has received proper written notice of such succession and the name and address of the successor landlord, and further provided that, in the case of any Encumbrance hereafter executed, as a condition to such attornment the holder of such Encumbrance shall, at County’s request, agree that so long as County is not in default hereunder, such holder shall recognize this Lease and shall not disturb County in its possession of the Leased Space (and/or Premises for any reason other than one that would entitle Landlord to terminate this Lease or otherwise dispossess County of the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon Premises in accordance with the Leased Space or the Building, or any part thereof and all advances made or to be made thereunder and extensions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Leaseterms hereof. The aforesaid provision provisions of this Section shall be self-operative and no further instrument or document shall be necessary unless required other than as provided in this Section. County agrees, however, to execute upon request by Landlord and in a form reasonably acceptable to County, any additional documents evidencing the priority or subordination of this Lease with respect to any such Mortgagee or purchaserEncumbrance as provided herein. Notwithstanding anything Landlord shall use its best efforts to provide to County, before the contrary set forth aboveEffective Date, executed non- disturbance and attornment agreements from the holder of any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution existing Encumbrance. The form of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease agreement shall be deemed prior subject to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from LandlordCounty’s reasonable approval.

Subordination. Landlord represents that no Mortgages (hereafter defineda) currently encumber Subject to the Buildingprovisions of this Section 14.01, without the necessity of any part thereofadditional document being executed by Tenant for the purpose of effecting a subordination, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating Tenant agrees that this Lease is, and all of Tenant’s rights 's tenancy hereunder are and shall always be, be automatically subject and subordinate at all times to (a) the lien (and the terms and conditions) of any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has mortgage that may now exist or shall retain the 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 executed in any amount for which the Leased Space or Site, the Building, or Landlord's interest or estate in any part thereof of said items is specified as security; and all advances made or to be made thereunder (b) renewals, modifications, consolidations, replacements, and extensions thereofof any of the foregoing. Landlord agrees to obtain from the holders of any mortgage lien on the Site and the Building or Site (collectively, "LANDLORD'S MORTGAGEE") a recordable instrument by which Landlord's Mortgagee shall agree not to disturb Tenant's possession and if occupancy of the holder Premises or join Tenant in any such action as a party defendant so long as Tenant is not in default in the performance or observance of any of the terms, covenants or conditions contained in the Lease. (b) In the event that any such first mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, at the option of Landlord's Mortgagee or the grantee or purchaser in foreclosure, notwithstanding any subordination of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage lien to this Lease, without Tenant’s consent, by execution attorn to and become the Tenant of a written document subordinating the successor in interest to Landlord at the option of such Mortgage successor in interest. Tenant covenants and agrees to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenantdeliver, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a delivery of request therefor from by Landlord, Landlord's Mortgagee, or by Landlord's successor in interest and in the form requested by Landlord, Landlord's Mortgagee, or by Landlord's successor in interest, any additional documents evidencing the priority or subordination of this Lease with respect to the lien of any such first mortgage, which additional documents shall be satisfactory to Landlord, Landlord's Mortgagee, and Landlord's successors in interest. (c) If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's Mortgagee shall assume and perform Landlord's obligations under this Lease only while it is the fee owner of the Building and shall not be (i) liable for any breach, act or omission of any prior landlord, including Landlord; (ii) subject to offsets, claims or defenses which Tenant might have against prior landlords; (iii) bound by the payment of Annual Base Rent or Additional Rent or other payment in lieu of rent which Tenant may have paid to any prior landlord for more than thirty (30) days in advance of its due date; (iv) bound by any assignment, surrender, termination, waiver, lease amendment or modification of or affecting this Lease made without its consent; or (v) bound by any of the construction obligations of Landlord under this Lease.

Subordination. Landlord represents that no Mortgages (a) Subject to the Tenant obtaining a non-disturbance agreement as provided in paragraph (d) of this Article THIRTEEN from any existing or future mortgagee(s) or underlying lessors, this lease, and all the rights of the Tenant hereunder, are and shall be subject and subordinate to any and all mortgages now or hereafter defined) currently encumber liens either in whole or in part on the Building, any part thereofbuilding, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease isstands, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate also to any such mortgageand all other mortgages covering other lands or lands and buildings, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has may now or shall retain the 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 consolidated with any mortgage or mortgages upon the Leased Space building and the land on which it stands or which may be consolidated and spread to cover the Building, building and such land and any such other lands or any part thereof lands and all advances made or to be made thereunder and extensions thereofbuildings, and if the holder any extension, renewal or modification of any such interest forecloses mortgages, and to any and all ground or extinguishes Landlord’s rights in underlying leases which may now or hereafter affect the Building buildings or Leased Spacethe land on which it stands, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Leaseextensions, renewals or modifications thereof. The aforesaid provision This clause shall be self-operative and no further instrument of subordination (other than the non-disturbance agreement referred to above and in paragraph (d) below) shall be required by any ground or document underlying lessor or by any mortgagee, affecting any lease or the building or the land on which it stands. In confirmation of such subordination, the Tenant shall execute promptly any certificate, in recordable form, that the Landlord may reasonably request. (b) The Tenant hereby agrees that, in the event that any mortgagee shall succeed to the rights of the Landlord, or if any Landlord of any underlying lease shall succeed to the position of the Landlord under this lease, then the Tenant will recognize such successor Landlord as the Landlord of this lease and pay the rent and attorn to and perform the provisions of this lease for the benefit of any such successor Landlord. No documentation other than this lease shall be necessary unless to evidence such attornment but the Tenant agrees to execute any documents, in recordable form, reasonably requested by the successor Landlord to confirm such attornment or to otherwise carry out the intent and purposes of this Article THIRTEEN. (c) If, in connection with obtaining financing or refinancing for the building of which the Premises form a part, a lender shall request modifications to this lease as a condition to such financing or refinancing, the Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not increase the obligations of the Tenant hereunder or adversely affect the Tenant's leasehold interest. A provision requiring the Tenant to give notices of any defaults by the Landlord to such lender and/or permit the curing of such defaults by such lender together with the granting of such additional time for such curing as may be reasonably required by for such lender to get possession of the building shall not be deemed to increase the Tenant's obligations or adversely affect the Tenant's leasehold interest. In no event shall a requirement that the consent (not to be unreasonably withheld) of any such Mortgagee lender be given for any modification, termination or purchaser. Notwithstanding anything surrender of this lease be deemed to materially adversely affect the leasehold interest hereby created. (d) Anything herein to the contrary set forth abovenotwithstanding, 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 the Landlord represents and warrants to the extent set forth thereinTenant that as of the date of this lease there is no mortgage or superior lease encumbering the Premises. The Landlord, thereupon at no cost to Tenant, shall obtain from any future mortgagee or from any future lessor of any underlying lease, an agreement to the effect that, so long as no Event of Default shall at the time have occurred and be continuing hereunder, the Tenant shall not be made party to any proceeding to foreclose the mortgage or to terminate the underlying lease; that the Tenant's possession of the Premises under the term of this Lease lease, shall not be deemed prior to terminated or disturbed as a result of the foreclosure of any mortgage or termination of any underlying lease; that such Mortgage. Should Landlord mortgagee or any Mortgagee or purchaser desire confirmation of either such subordination or such attornmentunderlying lessor, as the case may be, will recognize the Tenant upon written requestas the direct tenant of such mortgagee or lessor on all of the terms and conditions of this lease subject to the provisions hereinafter set forth; together with such other terms as are customarily contained in a subordination, non-disturbance and attornment agreement (any such agreement from time to time, a mortgagee or lessor is called a "Nondisturbance Agreement"). The Tenant agrees it will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, any agreement consistent with the Mortgagee or the purchaser all instruments and/or documents that foregoing provisions which may be required to acknowledge confirm the subordination of this lease subject to the non-disturbance provisions above outlined. In any such subordination and/or agreement to attornthe Tenant shall agree that, in recordable form within ten (10) business days following a request therefor from the event that the mortgagee shall succeed to the rights of the Landlord herein named, or if any landlord of any underlying lease shall succeed to the position of the Landlord under this lease, then the Tenant will recognize such successor landlord as the Landlord of this lease and pay the rent and attorn to and perform the provisions of this lease for the benefit of any such successor Landlord. (e) Any Nondisturbance Agreement may be made on the condition that, and the Tenant hereby agrees that, neither the mortgagee nor the lessor, as the case may be, nor anyone claiming by, through or under such mortgagee or lessor, as the case may be, including a purchaser at a foreclosure sale, shall be: (i) liable for any previous act or omission of the Landlord under this lease, except to the extent that a default continues after the date of foreclosure or purchase of the Premises (in which case such default shall be deemed to have occurred on the date of transfer of title to the Premises); or (ii) subject to any credit, claim, counterclaim, demand, defense or offset that previously accrued to the Tenant against the Landlord under the lease; or (iii) bound by any previous modification of this lease (after notice to Tenant of the existence of such mortgage or underlying lease), or by any previous prepayment of rent for a period greater than one month, unless such modification or prepayment shall have been expressly

Subordination. (a) Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages or any mortgagee with a lien on the Building or the Development or any ground lessor with respect to the Building or the Development, this Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, any part thereofthe Development, or the land on upon which it the Building and the Development are situated, or both; and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Development, the land upon which the Building and the Development are situated, ground leases or underlying leases, or Landlord's interest or estate in any of said items is situatespecified as security. Upon delivery Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a nondisturbance conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and attornment agreement which is reasonably satisfactory become the Tenant of the successor-in- interest to TenantLandlord, stating that at the option of such successor-in-interest. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in a commercially reasonable form, any additional documents evidencing the priority or subordination of this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate with respect to any such mortgage, ground leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 underlying leases or the Building, or any part thereof and all advances made or to be made thereunder and extensions thereof, and if the holder lien of any such interest forecloses mortgage or extinguishes Landlord’s rights in the Building or Leased Spacedeed of trust. Should Tenant fail to sign and return any such documents within ten (10) business days of written request, Tenant shall attorn be in default and Landlord shall have the right to send Tenant a notice, entitled "Lease Termination Notice", notifying Tenant that Landlord intends to terminate the Lease unless Tenant signs and recognize any such holder as returns the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or requested document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following the date of such Lease Termination Notice. If Landlord delivers such Lease Termination Notice and Tenant fails to sign and return such requested document within such additional ten (10) business day period, Landlord shall thereafter have the right to terminate the Lease by notice to Tenant at any time within thirty (30) days following the date of the Lease Termination Notice. No such termination of the Lease by Landlord shall relieve the Tenant of any liability for a request therefor default by Tenant under this Lease. Notwithstanding any contrary provision of Subparagraph 25(a), Tenant's failure to sign and deliver the documents required hereunder within ten (10) business days after the Lease Termination Notice shall constitute an event of default under the provisions of Subparagraph 25(a) of the Lease, without any additional opportunity to cure. (b) Landlord agrees that prior to the commencement of the Term of the Lease it will provide Tenant with commercially reasonable non-disturbance agreements in favor of Tenant from any ground lessors, mortgage holders or lien holders then in existence, which shall be in recordable form and which may, at Tenant's election and expense, be recorded. Landlord also agrees to provide Tenant with commercially reasonable non-disturbance agreements in favor of Tenant from any ground lessors, mortgage holders or lien holders of Landlord who later come into existence at any time during the Term of this Lease, in consideration of, and as a condition to, Tenant's agreement to be bound by the provisions of Subparagraph 27(a) above. Tenant hereby waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right to elect to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any foreclosure proceeding or sale, and agrees that this Lease shall not be affected in any way whatsoever by any such foreclosure proceeding or sale, except that this sentence shall not affect Landlord's obligation to provide commercially reasonable non-disturbance agreements to Tenant.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it This LEASE is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageand all mortgages or deeds of trust, leases of Landlord’s property (in sale-leaseback) protective land covenants, or leasehold estates pursuant to which Landlord has or shall retain the right of possession of the Leased Space a ground Lessee Initials /s/ ADW / lease (and/or the Building) or security instruments (herein collectively called referred to as “MortgageTitle Interests”) that ), now existexisting, or which may hereafter be placed upon executed, covering the Leased Space Premises or the Buildingreal property of which the same are a part, or any part thereof and to all advances made or hereafter to be made thereunder and extensions upon the security thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid This provision shall be self-operative and no further instrument or document shall of subordination need be necessary unless required by any such Mortgagee mortgagee or purchaserground lessor. Notwithstanding anything Furthermore, LESSEE agrees to execute, acknowledge and deliver upon request, any and all documents or instruments requested by LESSOR to evidence the subordination of this LEASE to any Title Interests, provided, however, the rights of LESSEE shall continue in full force and effect for so long as LESSEE is not in Default hereunder and further provided, the holder of any Title Interests shall not be liable for any accrued obligation of LESSOR, nor for any act or omission of LESSOR, nor subject to any offsets or counterclaims which may have accrued to LESSEE against LESSOR prior to the contrary set forth abovedate upon which such holder becomes the owner of the Premises. LESSEE hereby agrees to attorn to any person, any Mortgagee may firm or corporation purchasing or otherwise acquiring the Premises 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord sale or any Mortgagee or purchaser desire confirmation of either such subordination or such attornmentother proceeding, as the case may beif such person, Tenant upon written requestentity, and from time firm or corporation had been named as lessor herein. LESSEE agrees to timeexecute, will execute acknowledge and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form to any existing or proposed holder of Title Interests, or to LESSOR, a certificate certifying the following, if such be the case: (a) this LEASE is in full force and effect and there are no defenses or offsets thereto, or if LESSEE claims any defenses or offsets, stating those claimed by LESSEE; (b) LESSEE has accepted possession of the Premises as of the date of such certificate; and (c) LESSEE agrees to notify all Title Interests of any Default by LESSOR hereunder. LESSEE’S failure to deliver such statement within ten (10) business days following a after LESSOR’s written request therefor from Landlordshall be conclusive that this LEASE is in full force and effect without modification except as may be represented by LESSOR.

Subordination. Landlord represents A. This Lease is and all of Tenant's rights hereunder are subject and subordinate to (i) any ground or underlying (including operation) leases that no Mortgages (now exist or may hereafter defined) currently encumber be placed on the Building, Shopping Center or any part thereof, and (ii) any mortgages or the land on which it is situate. Upon delivery deeds of a nondisturbance and attornment agreement which is reasonably satisfactory trust or deeds to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) secure debt that now exist, exist or may hereafter be placed upon the Leased Space Shopping Center or the Building, interest under any ground or underlying leases and to any part thereof and all advances made or to be made thereunder and the interest thereon and to all renewals, replacements, amendments, modifications, consolidations and extensions thereof, and if the holder of any such of the foregoing. Tenant covenants and agrees that if any mortgagee of Landlord's interest forecloses in any underlying lease or extinguishes any fee mortgagee succeeds to Landlord’s rights in the Building 's interest under this Lease by foreclosure or Leased Spaceotherwise, Tenant shall will, if requested, attorn to such mortgagee and will recognize any such holder mortgagee as the successor Landlord Tenant's landlord under this Lease. The aforesaid provision At the option of the landlord or any successor landlord thereunder, Tenant agrees that neither the cancellation nor termination of any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate, nor any foreclosure of a mortgage either affecting the fee title of the Premises or the ground or underlying lease, nor the institution of any suit, action, summary or other proceeding by the landlord or any successor landlord thereof, or any foreclosure proceeding brought by the holders of any such mortgage to recover possession of the leased property, shall by operation of law or otherwise result in the cancellation or termination of this Lease or the obligations of Tenant hereunder, and Tenant covenants and agrees to attorn to the landlord or to any successor to Landlord's interest in the Premises. Tenant shall execute and deliver in recordable form, whatever instruments maybe required to acknowledge or further effectuate the provisions of this Subsection, and in the event Tenant fails to do so within [***] days after demand in writing, such failure shall be self-operative and no further instrument deemed a material default hereunder. Any mortgagee or document shall be necessary unless required by trustee under any such Mortgagee mortgage or purchaser. Notwithstanding anything deed of trust or deed to secure debt, or the contrary set forth above, lessor under any Mortgagee such ground or underlying lease may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to elect that this Lease shall have priority over its mortgage, deed of trust, deed to the extent set forth thereinsecure debt, thereupon or lease and upon notification of such election by such mortgagee, trustee or lessor to Tenant, this Lease shall be deemed to have priority over said mortgage, deed of trust, deed to secure debt, or ground or underlying lease whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust, deed to secure debt, or lease. If the holder of any mortgage, deed of trust, deed to secure debt, or security agreement shall forward to Tenant written notice of the existence of such Mortgage. Should lien or lease, then Tenant shall, so long as such lien or lease continues, give to such lienholder or lessor the same notice and opportunity to correct any default as is required to be given to Landlord under this Lease but such notice of default may be given to Landlord and such lienholder or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to lessor concurrently. B. If so requested by Tenant, Landlord, the Mortgagee Landlord shall use reasonable efforts to obtain non-disturbance and attornment agreements from any ground or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord.underlying lessors or present or ---------- *** confidential treatment requested

Subordination. Landlord represents that no Mortgages This Lease shall not be subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, any part thereofPremises, or the land on upon which it the Premises is situate. Upon delivery situated, or both, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Premises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security unless Tenant and such ground lessor or holder of such a lien execute a subordination, nondisturbance and attornment agreement which is reasonably satisfactory as described in the next paragraph below. Notwithstanding the foregoing, Tenant acknowledges that Landlord shall have the right to Tenant, stating that subordinate or cause to be subordinated this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageground leases or underlying leases or any such liens. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option to such successor in interest. Tenant covenants and agrees to execute and deliver, upon demand by ▇▇▇▇▇▇▇▇ and in the form requested by Landlord any additional documents evidencing the priority or subordination of this Lease with respect to any such ground lease or underlying leases or the lien of any such mortgage or deed of trust. Further notwithstanding the foregoing, (i) Landlord shall use its commercially reasonable efforts to cause any current Mortgagee or Ground Lessor (if any) to execute a subordination, attornment and non-disturbance agreement on such beneficiaries’ standard form within sixty (60) days after the Commencement Date; provided, however, any failure by Landlord to obtain such an agreement notwithstanding such efforts shall not constitute a default by Landlord hereunder or entitle Tenant to terminate this Lease or result in any liability of Landlord to Tenant for any loss or damage resulting therefrom, and (ii) Tenant’s obligation to subordinate this Lease and/or to attorn to any such future Mortgagee or Ground Lessor shall be conditioned upon Landlord, Tenant and any such future Mortgagee or Ground Lessor entering into a subordination, nondisturbance and attornment agreement on such future Mortgagee’s property or Ground Lessor’s standard form, providing, among other things, that in the event of any foreclosure of such lien or conveyance of the Premises in lieu of foreclosure, (A) Tenant will not be disturbed in sale-leaseback) pursuant to which Landlord has or shall retain the right of its possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now existPremises, 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 thereofso long as Tenant is not in Default under this Lease, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, (B) Tenant shall attorn to and recognize any such holder lienholder or purchaser at foreclosure and their successors and assigns as the successor Landlord “Landlord” under this Lease. The aforesaid provision shall be self-operative Lease from and no further instrument after the date of such foreclosure or document shall be necessary unless required by any such Mortgagee or purchaser. 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 conveyance in lieu of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordforeclosure.

Subordination. Landlord represents that no Mortgages (hereafter defineda) currently encumber the Building, any part thereof, or the land on which it This Lease is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to the lien of any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to mortgages which Landlord has are now or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter at any future time be placed upon the Leased Space Project, the Premises or the Building, or any part thereof and all advances made or to be made thereunder and extensions thereofLandlord’s rights hereunder, and if the holder to any renewals, extensions, modifications or consolidations of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Leasemortgage. The aforesaid provision This clause shall be self-operative and no further instrument or document shall of subordination need be necessary unless required by any mortgagee. In confirmation of such Mortgagee subordination, however, Tenant, at Landlord’s request, shall execute promptly any appropriate certificate or purchaser. Notwithstanding anything instrument that Landlord may reasonably request, provided however that so long as Tenant is not in default hereunder, its right to quiet enjoyment shall not be disturbed. (b) Landlord hereby represents that as of the date of execution hereof, there are no ground lessors, mortgage holders, or lien holders with respect to the contrary set forth aboveProject. (c) Subject to subparagraph (d) below, if any Mortgagee may at any time subordinate its Mortgage first mortgagee shall hereunder succeed to the rights of Landlord under this Lease, without Tenant’s consent, by execution whether through possession or foreclosure action or delivery of a written document subordinating new lease, Tenant shall, at the option of such Mortgage mortgagee, attorn to and recognize such successor as ▇▇▇▇▇▇’s Landlord under this Lease and shall promptly execute and deliver any instrument not in conflict with the SNDA described in subparagraph (d) below that may be reasonably necessary to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor Landlord and Tenant, subject to all of the terms, covenants and conditions of this Lease. (d) As a condition of (i) the subordination of this Lease to the extent set forth thereininterest of the holder of any ground lease encumbering the Premises or the interest of any mortgagee and to any modifications, thereupon renewals, consolidations or extensions of any mortgage, and (ii) the attornment described in subparagraph (c) above, Landlord shall use commercially reasonable efforts to obtain from the holders of any such ground lease or mortgage, it then current form of a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”), which SNDA shall provide, inter alia, that such holder or mortgagee will at all times and under all conditions recognize, permit and continue the tenancy of Tenant pursuant to all the terms, provisions and agreements of this Lease and will not disturb Tenant’s use and enjoyment of the Property in accordance with the terms of this Lease so long as Tenant is not in default hereunder. Tenant shall be deemed prior to such Mortgage. Should reimburse Landlord or for any Mortgagee or purchaser desire confirmation out of either such subordination or such attornmentpocket costs incurred by Landlord in connection with obtaining the SNDA (i.e., as the case may be, Tenant upon written request, Mortgagee’s attorneys’ fees and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordcosts).

Subordination. Landlord represents that no Mortgages Junior Lender hereby subordinates payment and performance by the Obligor (as defined herein) of all and each part of the indebtedness and obligations evidenced by the Subordinated Note, whether now existing or hereafter defined) currently encumber the Buildingincurred, any part thereofcreated or evidenced, direct or indirect, absolute or contingent, due or to become due, howsoever such indebtedness or obligations may be hereafter extended, renewed, or evidenced (all such Subordinated Note indebtedness and obligations being hereinafter referred to as the land on which it is situate. Upon delivery “Subordinated Obligations”) to the prior payment and performance in full to Lender, its successors and assigns, of a nondisturbance all and attornment agreement which is reasonably satisfactory to Tenanteach part of the indebtedness, stating that this Lease isobligations, and all of Tenant’s rights hereunder are liabilities, direct or indirect, absolute or contingent, related or unrelated, due or to become due, now existing or hereafter arising and shall always bewhether incurred alone or with others, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to for which Landlord has Obligor may now or shall retain the 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 Buildingobligated to Lender, or any part thereof and all advances made or to be made thereunder and extensions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Leaseincluding, without Tenant’s consentlimitation, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and all interest accruing from time to timetime on the foregoing whether before or after the commencement of any case or proceeding under the Bankruptcy Code (whether or not a claim for that interest is allowed in such case or proceeding) (all such indebtedness, will execute obligations, and deliver without charge liabilities owing to a Lender shall hereinafter be referred to as the “Debt”) and in form reasonably satisfactory any collateral, mortgages, guarantees, and other security granted to TenantLender therefor (the “Lender Collateral”) and any other supporting obligations therefor. As used herein, Landlord“Obligor” shall mean the Borrower and each other person or other entity that owes, the Mortgagee guarantees, or provides collateral or other credit support for, any Debt or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from LandlordSubordinated Obligations.

Subordination. This Lease is subject and subordinate to ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (“Holder”) require that this Lease be prior and superior thereto, within seven (7) days after written request of Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that Tenant shall execute, have acknowledged and deliver all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease is, to be and all of Tenant’s rights hereunder are become and shall always be, remain subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to and all Encumbrances which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that are now exist, or may hereafter be placed upon executed covering the Leased Space or the Building, Premises or any part thereof and renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and extensions without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, and if that as a condition to such subordination, in the holder event of termination of any such interest forecloses lease or extinguishes upon the foreclosure of any such mortgage or deed of trust, Holder agrees in writing to recognize Tenant’s rights under this Lease as long as Tenant is not then in default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of this Lease. Within ten (10) days after Landlord’s rights in the Building or Leased Spacewritten request, Tenant shall attorn execute any documents required by Landlord or the Holder to and recognize make this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so, then in addition to such holder as the successor Landlord under this Lease. The aforesaid provision failure constituting a default by Tenant, it shall be self-operative and no further instrument or document shall be necessary unless required by any deemed that this Lease is so subordinated to such Mortgagee or purchaserEncumbrance. Notwithstanding anything to the contrary set forth abovein this Section, Tenant hereby attorns and agrees to attorn to any Mortgagee may entity purchasing or otherwise acquiring the Premises at any time subordinate its Mortgage sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such encumbrance. Landlord shall cause the existing lender, Union Labor Life Insurance Company, to furnish to Tenant, within forty-five (45) days of the date of both parties’ execution of this Lease, without with a written agreement providing for (i) recognition by the lender of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender’s security interest in the Premises. In the event that Landlord is unable to provide such agreement, Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease sole remedy shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation termination of either such subordination or such attornmentthe Lease, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may which election shall be required to acknowledge such subordination and/or agreement to attorn, in recordable form made within ten fourteen (1014) business days following a request therefor from Landlordthe expiration of such forty-five (45) day period.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building11.1 Provided Tenant is provided with a commercially reasonable subordination, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant(“SNDA”), stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate at all times to (a) all ground leases or underlying leases that may now exist or hereafter be executed affecting the Premises or any such portion thereof, (b) the lien of any mortgage, deed of trust or other security instrument that may now exist or hereafter be executed in any amount for which the Premises or any portion thereof, any ground leases of or underlying leases, or Landlord’s property interest or estate therein is specified as security, and (in sale-leasebackc) pursuant to which Landlord has all modifications, renewals, supplements, consolidations and replacements thereof. If any ground lease or shall retain the 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, underlying lease terminates for any reason or any part thereof and all advances mortgage, deed of trust or other security instrument is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereoffor any reason, and if the holder of Tenant, notwithstanding any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacesubordination, Tenant shall attorn to and recognize any such holder as become the tenant of the successor in interest to Landlord under this Leaseat the option of such successor in interest. The aforesaid provision provisions of this Section shall be self-self operative and no further instrument or document shall be necessary unless required to effect the provisions of this Section. The form of Subordination, Non-Disturbance and Attornment Agreement attached hereto as Schedule 1 shall be deemed reasonable for all relevant purposes, and Landlord shall use reasonable efforts deliver the same with respect to all current lenders within thirty (30) days of execution of this Lease. 11.2 If any mortgage is foreclosed, or Landlord’s interest under this Lease is conveyed or transferred in lieu of foreclosure: neither the mortgagee nor any person or entity acquiring title to the Premises as a result of foreclosure or trustee’s sale, nor any successor or assign of either of the foregoing, shall be (i) liable for any default by Landlord, (ii) bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment, (iii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease arising from any default by Landlord, or (iv) bound by any such Mortgagee amendment or purchaser. 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 modification to this Lease to made without the extent set forth therein, thereupon this Lease shall be deemed prior to consent of such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either mortgagee if such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within mortgagee’s consent thereto is required. 11.3 Within ten (10) business days following request by Landlord, Tenant agrees to execute any documents reasonably required to effectuate the foregoing subordination or such other reasonable and customary SNDA submitted by Landlord to Tenant, which documents may contain such other terms as any mortgagee or prospective mortgagee may reasonably require, or to make this Lease prior to the lien of any mortgage, deed of trust or underlying lease, as the case may be. 11.4 Tenant agrees to simultaneously give to any party holding a request therefor from Landlordmortgage encumbering the Building (provided Tenant has been advised of such party), by registered or certified mail, a copy of any notice of default served upon Landlord provided Tenant has been notified in writing of the names and addresses of such mortgagee(s) and such parties shall have the same cure rights as Landlord has under this Lease.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it This Lease is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to the lien of all and any mortgages (which term “mortgages” shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) which may now or hereafter encumber or otherwise affect the real estate (including the Building) of which the Premises form a part, or Landlord’s leasehold interest therein, and to all and any renewals, extensions, modifications, recastings or refinancings thereof. Notwithstanding the foregoing Landlord shall obtain from any holder of a mortgage, deed of trust or other security instrument a non-disturbance agreement from such third parties acknowledging and agreeing that Tenant’s possession of the Premises will not be disturbed so long as Tenant performs its obligations hereunder. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any requisite or appropriate certificate or other document and if Tenant fails to execute the same within fifteen (15) days following receipt of request from Landlord, Tenant agrees that Landlord shall be authorized to execute the certificate or other document as Tenant’s attorney-in-fact. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to the purchaser at such foreclosure sale and recognize any such holder purchaser as the successor Landlord under this Lease. The aforesaid provision , and Tenant waives the provisions of any statute or rule of law, now or hereinafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed; provided, however, that such attornment and recognition shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without conditioned upon Tenant’s consentreceiving from such purchaser, by execution reasonable assurances that Tenant may remain in quiet and peaceable possession of a written document subordinating such Mortgage the Premises for the unexpired term at the rents herein provided and that purchaser shall otherwise keep and perform all of the covenants and conditions herein contained on the part of Landlord to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, kept and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordperformed.

Subordination. This Lease is subject and subordinate to ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") require that this Lease be prior and superior thereto, within ten (10) business days after written request of Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that Tenant shall execute, have acknowledged and deliver all documents or instruments, in the form presented to Tenant (provided such form is commercially reasonable), which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease is, to be and all of Tenant’s rights hereunder are become and shall always be, remain subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to and all Encumbrances which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that are now exist, or may hereafter be placed upon executed covering the Leased Space or the Building, Premises or any part thereof and renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and extensions without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, and if that in the holder event of termination of any such interest forecloses lease or extinguishes upon the foreclosure of any such mortgage or deed of trust, Holder agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of this Lease. Within thirty (30) days after Landlord’s rights in the Building or Leased Space's written request, Tenant shall attorn execute any documents required by Landlord or the Holder to and recognize make this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so, then in addition to such holder as the successor Landlord under this Lease. The aforesaid provision failure constituting a default by Tenant, it shall be self-operative and no further instrument or document shall be necessary unless required by any deemed that this Lease is so subordinated to such Mortgagee or purchaserEncumbrance. Notwithstanding anything to the contrary set forth abovein this Section, Tenant hereby attorns and agrees to attorn to any Mortgagee may entity purchasing or otherwise acquiring the Premises at any time subordinate sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such encumbrance. Landlord shall use its Mortgage best efforts to obtain and deliver to Tenant as soon as reasonably possible following the Effective Date written nondisturbance agreements ("Nondisturbance Agreements") from all lessors under all ground leases or underlying leases, from all beneficiaries under all deeds of trust and all mortgagees under all mortgages affecting the Premises, stating that so long as no event of default has occurred, this Lease and all of the terms, provisions, and conditions of this Lease, without shall remain in full force and effect, and neither this Lease, nor Tenant’s consent, by execution 's rights nor Tenant's possession of a written document subordinating such Mortgage to the Premises will be disturbed during the Term of this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordextension thereof.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord, or any current or future mortgagee or holder of deed of trust with a lien on the Building or the Project or any ground lessor with respect to the Building or the Project (each, a “Holder”), this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, any part thereofthe Project, or the land on upon which it is situate. Upon delivery of a nondisturbance the Building and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder the Project are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now existsituated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be placed upon the Leased Space or executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). With respect to any Security Instrument existing as of the Commencement Date, Landlord shall use commercially reasonable efforts to assist Tenant in obtaining a commercially reasonable non-disturbance agreement from the Holder thereof. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground leases or any part thereof and all advances such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereof, and if the holder of for any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacereason, Tenant shall shall, notwithstanding any subordination, attorn to and recognize any become the tenant of the successor-in-interest to Landlord, at the option of such holder as the successor Landlord under this Leasesuccessor-in-interest to Landlord. The aforesaid provision shall be self-operative Tenant covenants and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything agrees 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenantdeliver, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordafter demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional document being executed by Lessee for the purposes of effecting a subordination, and at the election of Lessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter definedbe executed affecting the Property, and (ii) currently encumber the Buildinglien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Property, ground leases or underlying leases, or Lessor’s interest or estate in any of said items is specified as security. Lessor or any mortgagee or ground lessor will have the right, at its election, to subordinate or cause to be subordinated any ground lessee or underlying leases or any such liens to this Lease. If Lessor’s interest in the Premises is acquired by any ground lessor or mortgagee, or in the event any proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any part mortgage or deed of trust made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Lessee will, notwithstanding any subordination and upon the request of such successor in interest to Lessor, attorn to and become the Lessee of the successor in interest to Lessor and recognize such successor in interest as the Lessor under this Lease, provided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee acknowledges that although this Paragraph is self-executing, Lessee covenants and agrees to execute and deliver, upon demand by Lessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust, provided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee agrees that any person or entity who acquires title to the Premises pursuant to a foreclosure of a deed of trust or mortgage, or deed in lieu thereof, or the land on termination of an underlying ground lease or master lease (a “Foreclosing Party”), even if such Foreclosing Party elects to have Lessee attorn to the Foreclosing Party under this Lease, shall not be (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which it is situate. Upon delivery Lessee might have against any prior lessor, (iii) bound by prepayment of a nondisturbance and attornment agreement which is reasonably satisfactory more than one month’s rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to Tenant, stating that this Lease isnot consented to in writing by the holder of the mortgage, deed of trust, ground lease or master lease or the Foreclosing Party, or (vi) liable for any obligation or liability accruing under this Lease after the Foreclosing Party assigns its interest under this Lease to a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the foregoing provisions, and all other provisions of Tenant’s this Lease which are for the benefit of a Foreclosing Party, which rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession survive a foreclosure of the Leased Space (and/or the Building) deed of trust 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordmortgage.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber 13.1 This Lease and the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance term and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder estate hereby granted are and shall always be, be subject and subordinate to any such mortgage, leases (a) the lien of Landlord’s property (in sale-leaseback) pursuant to each mortgage which Landlord has may now or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Leasehereafter affect the Premises, the Building and/or the Land, or the Landlord’s interest therein (collectively, as the same may be extended, modified, or consolidated without Tenant’s consentincreasing the principal balance secured thereby, the “underlying mortgages”), provided that in the case of future underlying mortgages or increases in the principal balance secured by execution of a written document subordinating such Mortgage to this Lease any existing underlying mortgage, the holder thereof executes, acknowledges and delivers to the extent set forth thereinTenant a non-disturbance agreement substantially in the form of Exhibit E and (b) any future ground or net lease of the Land and/or the Building (collectively, thereupon this Lease shall as the same may be deemed prior extended, modified or consolidated, the “underlying leases”), provided that the holder or the lessor thereunder executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit F. The Landlord agrees to use reasonable efforts to obtain a non-disturbance agreement from all such Mortgage. Should Landlord holders and lessors substantially in the form of Exhibit E or any Mortgagee or purchaser desire confirmation of either such subordination or such attornmentExhibit F, as the case may be, and the Tenant agrees to accept such reasonable changes to the form as such holder or lessor may reasonably require. Without limiting the generality of the foregoing, the Landlord further agrees to use reasonable efforts to have such holders and lessors agree to the deletion of subparagraph 4(c) from the forms of non-disturbance agreement annexed hereto. The foregoing provisions for the subordination of this Lease and the term and the estate hereby granted to future underlying mortgages and underlying leases shall be self-operative upon written requestdelivery to the Tenant of an executed non-disturbance agreement substantially in the form of Exhibit E or Exhibit F, as the case may be, and no further instrument shall be required to effect any such subordination; but the Tenant shall, from time to time, will upon request by the Landlord, execute and deliver without charge any and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required necessary or proper to acknowledge effect such subordination and/or agreement or to attornconfirm or evidence the same. If the Landlord’s interest in the Building or the Land shall be sold or conveyed to any person, firm or corporation upon the exercise of any remedy provided for in recordable form within ten any underlying mortgage or by law or equity, or if the Landlord’s interest in this Lease is assigned or conveyed to the landlord under any ground lease as a result of a default by the tenant under the ground lease and a resulting termination thereof, such person, firm or corporation succeeding to the Landlord’s interest in the Building or Land or this Lease and each person, firm or corporation thereafter succeeding to its interest in the Building or the Land or this Lease (10i) business days following a request therefor from Landlordshall not be liable for any act or omission of the Landlord under this Lease occurring prior to such sale or conveyance, (ii) shall not be subject to any offset, defense or counterclaim accruing prior to such sale or conveyance, (iii) shall not be bound by any payment prior to such sale or conveyance of Rent for more than one month in advance (except prepayments in the nature of security for the performance by the Tenant of its obligations hereunder), and (iv) shall be liable for the performance of the other obligations of the Landlord under this Lease only during the period such successor landlord shall hold such interest.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber 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 will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any part mortgage or deed of trust which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord’s interest and estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord reserves the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, leases at the election of Landlord’s property (successor in sale-leaseback) pursuant interest, Tenant agrees to attorn to and become the tenant of such successor in which Landlord has or shall retain the event Tenant’s right of to possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter Premises will not 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights disturbed as long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative 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 no further instrument the obligations of Tenant hereunder in the event of any such foreclosure proceeding or document shall be necessary unless sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant’s attornment agreement with respect to any such Mortgagee ground lease or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee underlying leases or the purchaser all instruments and/or lien of any such mortgage or deed of trust. If Tenant fails to sign and return any such documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordof receipt, Tenant will be in default hereunder.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to (so long as there exists a non disturbance agreement of Tenant conditioned upon Tenant’s attornment thereof) : (a) all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, the land upon which the Building or any part thereofcommon areas are situated, and (b) the lien or interest of any mortgage or deed to secure debt which may now exist or hereafter be executed in any amount for which said Building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord shall have the land on which it right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens or interests of mortgages or deeds to secure debt to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed to secure debt is situateforeclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Upon delivery of a nondisturbance Tenant agrees to execute such non-disturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if agreements as the holder of any such interest forecloses mortgage or extinguishes Landlord’s rights deed to secure debt on the Building may reasonably require. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the Building form requested by Landlord, any additional documents evidencing the priority or Leased Space, Tenant shall attorn subordination of this Lease with respect to and recognize any such holder as ground leases or underlying leases or the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by lien of any such Mortgagee mortgage or purchaserdeed to secure debt. Notwithstanding anything Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such documents in the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without name and on behalf of Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Development, or any lessor of a ground or underlying lease with respect to the Building, this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any part mortgage or deed of trust which may now exist or hereafter be executed for which the Building, the Development or any leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord reserves the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, leases at the election of Landlord’s property ('s successor in sale-leaseback) pursuant interest, Tenant agrees to attorn to and become the tenant of such successor in which Landlord has or shall retain the event Tenant's right of to possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter Premises will not 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights disturbed as long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative 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 no further instrument the obligations of Tenant hereunder in the event of any such foreclosure proceeding or document shall be necessary unless sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Mortgagee ground lease or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee underlying leases or the purchaser all instruments and/or lien of any such mortgage or deed of trust. If Tenant fails to sign and return any such documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordof receipt, Tenant will be in default hereunder.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber Without the Building, necessity of any part thereof, or additional document being executed by Tenant for the land on which it is situate. Upon delivery purpose of effecting a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease issubordination, and all at the election of Tenant’s rights hereunder are and shall always be, subject and subordinate to Landlord or any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 mortgagee with a lien on the Building, or any part thereof and all advances made or to be made thereunder and extensions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything ground Lessor with respect to the contrary set forth aboveBuilding, 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 set forth therein, thereupon this Lease shall be deemed prior subject and subordinate at all times to: (a) All ground Leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, and (b) The lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, land, ground leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such Mortgage. Should Landlord ground leases or underlying leases or any Mortgagee such liens to this Lease. In the event that any ground lease or purchaser desire confirmation underlying lease terminates for any reason or any mortgage or deed of either trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn and become the Tenant of the successor in interest to Landlord. Tenant covenants and agrees to execute and deliver, upon demand by Landlord, and in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Any subordination or such attornmentatornement by Tenant hereunder shall entitle Tenant to receive a non-disturbance agreement from the Landlord's successor in interest, as which terms and provisions shall comply with the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordprovisions of this Lease.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber The indebtedness evidenced by this Subordinated Note is subordinated to the Building, any part thereof, or the land on which it is situate. Upon delivery prior payment in full of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of TenantSPV’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession recourse obligations under that certain Receivables Purchase Agreement dated as of the Leased Space (and/or the Building) or security instruments (collectively called date hereof by and among SPV, The Timken Corporation, as Servicer, various “Mortgage”) that now existPurchasers” from time to time party thereto, or may hereafter be placed upon the Leased Space or the Buildingvarious “Managing Agents” from time to time party thereto and The Bank Of Tokyo-Mitsubishi UFJ, or any part thereof and all advances made or to be made thereunder and extensions thereofLtd., and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornmentNew York Branch, as the case may be“Agent” (as amended, Tenant upon written requestrestated, and supplemented or otherwise modified from time to time, will execute the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and deliver without charge and in form reasonably satisfactory to Tenant, Landlordmay be enforced by, the Mortgagee Agent, the Managing Agents and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which all “Capital” outstanding under (and as defined in) the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall not demand, accelerate, ▇▇▇ for, take, receive or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attornaccept from SPV, directly or indirectly, in recordable form within ten cash or other property or by set-off or any other manner (10including, without limitation, from or by way of collateral) business days following a request therefor any payment or security of all or any of the indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; provided, however, that (i) Originator hereby agrees that it will not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict SPV from Landlordpaying, or Originator from requesting, taking, receiving or accepting, any payments under this Subordinated Note so long as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, any of the Senior Claimants the funds used for such payments and further provided that the making of such payment would not otherwise violate the terms and provisions of the Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of the immediately preceding sentence, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Agent for the benefit of the Senior Claimants.

Subordination. Landlord represents that no Mortgages (This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter defined) currently encumber in force against the Building, Building or Project or any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease isif any, and to all of Tenant’s rights hereunder are renewals, extensions, modifications, consolidations and shall always bereplacements thereof, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 hereafter to be made thereunder upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and extensions thereof, and if agrees in the holder event any proceedings are brought for the foreclosure of any such interest forecloses mortgage or extinguishes Landlord’s rights deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Building lienholder or Leased Space, Tenant shall attorn to and recognize purchaser or any successors thereto upon any such holder foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the successor Landlord lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in default hereunder beyond applicable notice and cure periods. The aforesaid provision shall ▇▇▇▇▇▇▇▇’s interest herein may be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may assigned as security at any time subordinate its Mortgage to this Leaseany lienholder. Tenant shall, without Tenant’s consentwithin five (5) business days of request by Landlord, by execution execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of a written document subordinating such Mortgage to this Lease to any such mortgages, trust deeds, ground leases or underlying leases, provided that such instruments or assurances include customary non-disturbance protection for Tenant. Tenant waives the extent set forth thereinprovisions of any current or future statute, thereupon rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease shall be deemed prior to such Mortgage. Should Landlord and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordsale.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating Tenant agrees that this Lease is, and all of Tenant’s rights hereunder are and lease shall always be, subject and be subordinate to any such mortgagemortgages, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has now or shall retain hereafter encumbering the 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, Complex or any part thereof or component thereof, and to all advances made or to be made thereunder and extensions upon the security thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision This shall be self-operative and no further instrument or document of subordination shall be necessary unless required by any mortgagee. However, the Tenant, upon request of any party in interest shall execute promptly such Mortgagee instruments or purchasercertificates to carry out the intent hereof as shall be required by the Landlord. Notwithstanding anything If Tenant does not execute and deliver such instruments within five (5) business days after receipt of a request by Landlord, Tenant hereby constitutes and appoints Landlord as its attorney-in-fact to execute and deliver the instruments on behalf of Tenant. Tenant shall, in the event any proceedings are brought for the foreclosure of or in the event of exercise of the power of sale under any mortgage made by the Landlord covering the demised premises or in the Complex or any part thereof or to the contrary set forth aboveLandlord certifying (if such be the case) that this lease is unmodified and is in full force and effect (and if there has been modification, that the same is in full force and effect as modified and stating the modifications); that there are no defenses or offsets against the enforcement thereof or stating those claimed by the Tenant; and stating the day to which rentals and other charges are paid. Such certificate shall also include such other information as may be reasonably required by mortgagee. Tenant shall, in the event any Mortgagee may at proceedings are brought for the foreclosure of or in the event of exercise of the power of sale under any time subordinate its Mortgage to this Leasemortgage made by the Landlord covering the demised premises, without Tenant’s consent, by execution or in the event of a written document subordinating such Mortgage to this Lease termination of any lease under which Landlord may hold title, attorney to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should purchaser of the encumbered interest or the Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, and recognize such person as the Landlord under this lease. Tenant upon written requestagrees that the institution of any suit, action or other proceeding by a mortgagee to realize on Landlord's interest in the Complex or as sale of Landlord's interest in the Complex pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of this lease or of the obligations of the Tenant hereunder. Landlord and from time Tenant agree that notwithstanding that this lease is expressly subject and subordinate to timeany mortgages, will execute any mortgagee, its successors and deliver without charge assigns or other holder of a mortgage or a note secured thereby, may sell the Complex in the manner provided in the mortgage and in form reasonably satisfactory to Tenantmay, Landlordat the option of such mortgagee, his successor's and assigns or other holder of the Mortgagee mortgage or the purchaser all instruments and/or documents that may be required note secured thereby make such sale of the complex subject to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordthis lease.

Subordination. This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property. However, Landlord represents that to Tenant that, as of the date of this Lease, no Mortgages mortgage or deed of trust encumbers the Project. Subject to Tenant obtaining an SNDA (as defined below), this Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which hereafter defined) currently encumber affect the BuildingReal Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any part thereof, such lease or the land on which it is situate. Upon delivery holder or holders of a nondisturbance any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and attornment agreement which is reasonably satisfactory superior thereto, upon written request of Landlord to Tenant, stating that Tenant agrees to promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease is, to be and all of Tenant’s rights hereunder are become and shall always be, remain subject and subordinate to any such mortgageand all ground or underlying leases, leases mortgages or deeds of Landlord’s property (in sale-leaseback) pursuant to trust which Landlord has or shall retain the 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 executed covering the Leased Space Premises, the Project or the Building, property or any part thereof and renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and extensions 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 commercially reasonable written undertaking in favor of Tenant to the effect that, among other things, 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 (an “SNDA”). Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, and if to attorn to the holder of purchaser or any successors thereto upon any such interest forecloses foreclosure sale or extinguishes Landlord’s rights deed in the Building or Leased Space, Tenant shall attorn lieu thereof as so requested to do so by such purchaser and to recognize any such holder purchaser as the successor Landlord lessor under this Lease; Tenant shall, within five (5) days after request execute such further commercially reasonable instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by Tenant agrees to provide copies of any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenantnotices of Landlord’s consent, by execution of a written document subordinating such Mortgage to default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default as provided in the extent set forth thereinSNDA. Tenant waives the provisions of any current or future statute, thereupon rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease shall be deemed prior to such Mortgage. Should Landlord and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordsale.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Building, any part thereof, property or the land on which it is situate. Upon delivery Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of a nondisturbance any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and attornment agreement which is reasonably satisfactory superior thereto, upon written request of Landlord to Tenant, stating that 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 is, to be and all of Tenant’s rights hereunder are become and shall always be, remain subject and subordinate to any such mortgageand all ground or underlying leases, leases mortgages or deeds of Landlord’s property (in sale-leaseback) pursuant to trust which Landlord has or shall retain the 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 executed covering the Leased Space Premises, the Project or the Building, property or any part thereof and renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and extensions without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, and if however, that a condition precedent to such subordination shall be that Landlord obtains from the holder lender or other party in question a commercially reasonable non-disturbance agreement in favor of any such interest forecloses or extinguishes Landlord’s rights in Tenant. Subject to the Building or Leased Spaceforegoing, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth aboveagrees, 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following 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. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, 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 notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a request therefor from Landlordcommercially 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 give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Without the necessity of any additional document being ------------- executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any bona fide mortgagee or deed of trust beneficiary with a lien on all or portion of the Premises or any ground lessor with respect to the Project and/or Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated, or both, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such Mortgage. Should Landlord ground leases or underlying leases or any Mortgagee such liens to this Lease. In the event that any ground lease or purchaser desire confirmation underlying lease terminates for any reason or any mortgage or deed of either such subordination trust is foreclosed or such attornment, as the case may bea conveyance in lieu of foreclosure is made for any reason, Tenant upon shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord. Tenant covenants and agrees to execute and deliver, within fifteen (15) days after written requestdemand by Landlord and in the form reasonably requested by Landlord, and from time any additional documents evidencing the priority or subordination of this Lease with respect to time, will any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver without charge and in form reasonably satisfactory to Tenantsuch additional documents shall constitute an additional default hereunder. Notwithstanding the provisions of this Paragraph 28, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may Tenant shall not be required to acknowledge subordinate its interest under this Lease, and no subordination shall be effective pursuant hereto, unless (a) such subordination and/or does not materially increase Tenant's obligations, or materially decrease its rights under this Lease, and (b) Landlord first obtains from the holder of the mortgage, deed of trust, or other instrument of security to which this Lease is to become subordinated a written agreement to attornthat provides substantially the following: "As long as Tenant performs its obligations under this Lease, no foreclosure of, deed given in recordable form within ten (10) business days following a request therefor from Landlordlieu of foreclosure of, or sale under the encumbrance, and no steps or procedures taken under the encumbrance, shall materially affect Tenant's rights hereunder."

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any mortgagee or beneficiary with a deed of trust encumbering the Premises, or any lessor of a ground or underlying lease with respect to the Building, this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises; and (ii) the lien of any part mortgage or deed of trust which may now exist or hereafter be executed for which Premises or any leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord reserves the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, leases at the election of Landlord’s property ('s successor in sale-leaseback) pursuant interest, Tenant agrees to attorn to and become the tenant of such successor in which Landlord has or shall retain the event Tenant's right of to possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter Premises will not 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights disturbed as long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative Tenant covenants and no further instrument or document shall be necessary unless agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Mortgagee ground lease or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee underlying leases or the purchaser all instruments and/or lien of any such mortgage or deed of trust. If Tenant fails to sign and return any such documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following of receipt, Tenant will be in default hereunder. Landlord shall use reasonable efforts to cause (i) any current deed of trust beneficiaries of the Building to execute a request therefor from Landlordsubordination, attornment and non-disturbance agreement ("SNDA") on such beneficiaries' standard form within sixty (60) days after the date of this Lease, and (ii) any future deed of trust beneficiaries of the Building who later provide a loan secured by the Premises to execute a SNDA on such beneficiaries' standard form; provided, however, any failure by Landlord to obtain such SNDA shall not constitute any default by Landlord under this Lease nor entitle Tenant to terminate this Lease or result in any liability of Landlord to Tenant for any loss or damage resulting therefrom.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that Tenant accepts this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such recorded mortgage or deed of trust lien presently existing or hereafter created upon the Demised Premises or the Project and to all existing recorded restrictions, covenants, easements and agreements with respect to the Demised Premises or the Project. This subordination shall be self-operative without the necessity of the execution of any further instruments by Tenant, but upon the request of any present or future mortgagee. Tenant further agrees upon demand to execute any additional instruments subordinating this Lease as Landlord may reasonably request. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any first mortgage or deed of trust lien on the Demised Premises, Tenant shall be bound to the transferee (sometimes called the "Purchaser") at the option of the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the Lease Term , including any extensions or renewals, with the same force and effect as if the Purchaser were Landlord under this Lease, and, if requested by Purchaser, Tenant agrees to attorn to the Purchaser. Notwithstanding the above, the subordination of this Lease to any mortgage, leases deed of Landlord’s property (in sale-leaseback) pursuant to which Landlord has trust or shall retain the right of possession of the Leased Space (and/or the Building) other mortgage lien now or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon the Leased Space or Demised Premises and/or the Building, or any part thereof and all advances made or to Land shall be made thereunder and extensions thereof, and if contingent upon the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, lien ("Lienholder") providing Tenant shall attorn to and recognize any such holder with notice that so long as the successor Landlord there exists no default by Tenant under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon 's rights under this Lease shall not be deemed prior to such Mortgage. Should Landlord terminated or disturbed by Lienholder or any Mortgagee purchaser or purchaser desire confirmation subsequent owner of either the Project and/or the Land in the exercise of any of such subordination Lienholder's rights under Lienholder's mortgage, deed of trust or such attornmentother mortgage lien, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and nor in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, any other way under this Lease except in recordable form within ten (10) business days following a request therefor from Landlordaccordance with its terms.

Subordination. Landlord represents consents to Lender’s Lien, to the extent that no Mortgages (hereafter defined) currently encumber such consent is required under the Building, Lease. Landlord agrees that the following liens affecting any part thereof, or of the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder Equipment are and shall always be, subject junior and subordinate to the Loan and Lender’s Lien to the extent of the loan amount: (a) any such mortgage, leases lien in favor of Landlord that has been granted by Tenant or is provided for in the Lease; and (b) any statutory or possessory lien now or in the future existing or arising in favor of Landlord’s property (in sale-leaseback) pursuant , including any rights of levy or distraint for rent; provided, however, this subordination relates only to the Equipment and it is specifically understood and agreed that Landlord does not hereby subordinate, waive or disclaim any right or interest which Landlord now has or shall retain the 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 acquire in and to any other properties of Tenant. Except as provided in ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ will not take any action to exercise any rights it may have in the Leased Space Equipment until such time as the Loan has been paid in full or otherwise discharged and Lender’s Lien has been released. As used in this Agreement, the Buildingterm “Loan” includes all modifications, or any part thereof and all advances made or to be made thereunder and extensions thereofsupplements, extensions, and if refinancings with respect to the holder of any such original Loan, as well as additional financing, provided to ZOE’S KITCHEN USA, LLC, a Delaware limited liability company, which is guaranteed by Tenant, by Lender from time to time that is secured by a security interest forecloses or extinguishes Landlord’s rights in the Building or Leased SpaceEquipment, Tenant shall attorn and “Lender’s Lien” includes all security interests in the Equipment from time to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchasertime existing in favor of Lender. Notwithstanding anything herein, the foregoing subordination shall not apply to: (i) any fixtures, improvements or machinery permanently installed in or affixed to the contrary set forth abovePremises, (ii) any Mortgagee may at other fixtures or improvements, the removal of which would result in material damage to the Premises; (iii) any time subordinate its Mortgage items which, pursuant to this the terms of the Lease, without Tenant’s consent, will become the property of Landlord upon installation; or (iv) any item that is a replacement of existing equipment owned by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord.

Subordination. Without the necessity of any additional subordination document being executed by Tenant, at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any mortgagee or beneficiary under a deed of trust which covers the Building, any part thereofPremises, or any lessor or a ground or any underlying lease with respect to the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to TenantFacility, stating that this Lease isshall be subject and subordinate at all times to: (i) all ground leases, master leases or underlying leases and covenants, conditions and restrictions, reciprocal easement agreements, and all parking agreements relating to the operation, management and development of the Facility which may now exist and provided any such instruments which may be created or modified after the date of this Lease do not materially and adversely impact Tenant’s rights hereunder are 's use and enjoyment of the Premises, then this Lease shall always be, be subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to instruments which Landlord has or shall retain the 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 executed affecting the Leased Space or the BuildingFacility, or any part thereof and all advances made or to be made thereunder amendments, renewals, modifications, consolidations, supplements and extensions thereof, and if (ii) the holder lien of any and all mortgages or deeds of trust which may now exist or hereafter be executed in any amount or amounts for which the Facility, the Premises, ground leases or underlying leases, or any portion thereof or Landlord's interest or estate in any such interest forecloses items, is specified as security and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof and the rights of the parties in all such leases, agreements and instruments (collectively, the "Superior Interests"). Notwithstanding the foregoing, Landlord shall have the unconditional right to subordinate or extinguishes cause to be subordinated any such Superior Interests which may now exist or hereafter be executed in any amount or amounts for purposes stated hereinabove to this Lease. If any such Superior Interest shall terminate or be foreclosed upon, for any reason, then, at the election of Landlord’s rights 's successor in the Building or Leased Spaceinterest, Tenant shall shall, notwithstanding any subordination, attorn to and recognize any such holder as become the Tenant of the successor Landlord under in interest to Landlord, subject to and in accordance with the terms of this LeaseLease and any modifications hereto. The aforesaid provision provisions of this Section 16.01 shall be self-self- operative upon any election by Landlord or any mortgagee or beneficiary and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaserto give effect to said provisions. Notwithstanding anything to the contrary set forth aboveTenant, any Mortgagee may at any time subordinate its Mortgage to this Leasehowever, without Tenant’s consent, by execution upon demand of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee such mortgagee or purchaser desire confirmation of either such subordination or such attornmentbeneficiary, as the case may beagrees to execute, Tenant upon written request, and from time to time, will execute and deliver without charge and instruments in form reasonably confirmation of the foregoing provisions of this Section 16.01, satisfactory to TenantLandlord or any mortgagee or beneficiary, Landlord, acknowledging such attornment and setting forth the Mortgagee terms and conditions of its tenancy. Nothing contained in this Section 16.01 shall be construed to impair any right otherwise exercisable by Landlord or the purchaser all instruments and/or documents that may be required to acknowledge any such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordmortgagee or beneficiary.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter definedbe executed affecting the Building or the land upon which the Building is situated or both, and (ii) currently encumber the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, any part thereofthe Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenantforegoing, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to Landlord or any such mortgageground lessor, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 Buildingmortgagee, or any part thereof and all advances made beneficiary shall have the right to subordinate or cause to be made thereunder and extensions thereof, and if the holder of subordinated any such interest forecloses ground leases or extinguishes Landlord’s rights underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in the Building or Leased Spacelieu of foreclosure is made for any reason, Tenant shall shall, notwithstanding any subordination and upon the request of such successor to Landlord, attorn to and recognize any such holder as become the Tenant of the successor Landlord under in interest to Landlord, provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Premises so long as Tenant is not in default of the terms and provisions of this Lease. The aforesaid provision successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any, act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be self-operative liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and no unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a demand or request by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. It is further instrument or document agreed that Tenant shall be necessary unless required by liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such Mortgagee additional documents, together with any and all Enforcement Expenses. Tenant hereby acknowledges that as of the date on which Landlord and Tenant execute this Lease there is a deed of trust encumbering, and in force against, the Premises and the Lot in favor of _Guaranty Bank_ (the "Current Lender"). Simultaneously with Tenant's execution and delivery of this Lease, Tenant shall sign, notarize and deliver a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit I attached hereto, entitled "Subordination, Non-Disturbance and Attornment Agreement." Within twenty (20) business days after both parties have executed this Lease, Landlord shall deliver to Tenant a copy of the fully executed Subordination, Non-Disturbance and Attornment Agreement, or purchaserif the Current Lender records said agreement, an endorsed copy of said agreement. Notwithstanding anything to the contrary set forth above, any Mortgagee may If Landlord at any time subordinate its Mortgage during the Term of the Lease causes the Premises and the Lot to this Leasebe encumbered by a new deed of trust or mortgage pursuant to which the beneficiary of such deed of trust or mortgage is a party or entity other than the Current Lender, the parties acknowledge and agree that the form of any non- disturbance and attornment agreement that, may be requested to be executed and delivered by Tenant in connection therewith will not be the "Non-Disturbance and Attornment Agreement" attached to the Lease as Exhibit I, but will be in substantially the same form as Exhibit I hereto. If the foregoing occurs and/or if any party which acquires, or otherwise succeeds to, Landlord's interest in the Premises or the Lot (including without Tenant’s consentlimitation, by execution any ground lessee) encumbers or places a lien against the Premises, the Building or the Lot with a mortgage, deed of a written document subordinating such Mortgage to trust or similar security instrument and the beneficiary thereof requires this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior subordinated to such Mortgage. Should encumbrance or lien, Landlord or any Mortgagee or purchaser desire confirmation the successor of either such subordination or such attornmentLandlord will use commercially reasonable efforts to provide to Tenant a subordination, as the case may be, Tenant upon written request, non-disturbance and from time to time, will execute and deliver without charge and attornment agreement in form reasonably satisfactory acceptable to Tenant, Landlord or such successor of Landlord, the Mortgagee subject beneficiary and Tenant. If said subordination, non-disturbance and attornment agreement is required and agreed upon by the aforesaid parties, Landlord or the purchaser all instruments and/or documents that may be required to acknowledge successor of Landlord, the subject beneficiary and Tenant shall cause any such subordination and/or subordination, non-disturbance and attornment agreement to attornbe executed, acknowledged and recorded concurrently with, or as soon as practicable after, the execution and recordation of any such lien, deed of trust or mortgage. In addition to the foregoing, if Landlord enters into a ground lease with regard to the Building and/or the Lot and such ground lessee requires this Lease to be subordinated to such ground lease, the ground lessee and ground lessor will use commercially reasonable efforts to provide to Tenant a subordination, non-disturbance and attornment agreement in recordable form within ten (10) business days following a request therefor from Landlordreasonably acceptable to such ground lessee, ground lessor, any beneficiary of ground lessee, and to Tenant.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it 21.1 This Lease is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to the lien of any such mortgageand all mortgages (which term "mortgages" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) which may now encumber the Building or the Office Complex, leases and to any and all renewals, extensions, modifications, recastings or refinancings thereof. This Lease shall also be subject and subordinate to the lien of Landlord’s property (in sale-leasebacki) pursuant to which Landlord has any new first mortgage that hereafter may encumber the Building or shall retain the right of possession Office Complex, and (ii) any second or junior mortgages that may hereafter encumber the Building or the Office Complex, provided the holder of the Leased Space (and/or first mortgage consents to such subordination. At any time after the Building) or security instruments (collectively called “Mortgage”) that now existexecution of this Lease, 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in mortgage to which this Lease is subordinate shall have the Building or Leased Space, Tenant shall attorn right to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 declare this Lease to be superior to the extent set forth therein, thereupon this Lease shall be deemed prior lien of such mortgage and Tenant agrees to execute all reasonable documents required by such Mortgage. Should Landlord or any Mortgagee or purchaser desire holder in confirmation thereof. 21.2 In confirmation of either such subordination or such attornment, as the case may beforegoing subordination, Tenant upon written shall, at Landlord's request, and from time to time, will promptly execute any requisite or appropriate certificate or other document. In the event Tenant does not execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee any requisite or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form appropriate certificate or other document within ten (10) business days following of Landlord's request therefor, Tenant hereby constitutes and appoints Landlord (a) After receiving notice from any person, firm or other entity that it holds a request therefor mortgage, deed of trust or a ground lease on the Building, or the land on which the Building is situated or the Office Complex, no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of the same is given to such holder, trustee, or ground lessor; provided, however, that Tenant shall have been furnished with the name and address of such holder, trustee or ground lessor. The curing of any of Landlord's defaults by such holder, trustee or ground lessor shall be treated as performance by Landlord, but nothing herein contained in this Article XXI shall obligate or be deemed to obligate such holder, trustee or groundlessor to cure any of Landlord's defaults. (b) In addition to the time afforded Landlord for the curing of any default, any such holder, trustee, or ground lessor shall have an additional thirty (30) days after the expiration of the period allowed to Landlord for the cure of any such default within which to commence a cure. (c) In the event that any future lender providing construction or permanent financing or any refinancing for the Building or the Office Complex requires, as a condition of such financing, that modifications to this Lease be obtained, and provided that such modifications (i) are reasonable, (ii) do not adversely affect in a material manner Tenant's use and occupancy of the Premises as herein permitted, (iii) do not increase the rent and other sums to be paid by Tenant hereunder, (iv) do not reduce the services provided to Tenant under this Lease, (v) do not materially decrease Landlord's obligations under this Lease and (vi) do not materially affect the rights and obligations of Tenant under this Lease, Landlord may submit to Tenant a written amendment to this Lease incorporating such required changes, and Tenant hereby covenants and agrees to execute, acknowledge and deliver such amendment to Landlord within ten (10) business days of Tenant's receipt thereof. (d) Landlord represents that as of the date of this Lease the Office Complex is not encumbered by a mortgage or deed of trust. Landlord shall use its commercially reasonable efforts to obtain from any future holder of any mortgage or deed of trust on the Office Complex a non-disturbance agreement, on such future holder's standard form, in favor of Tenant to the end and intent that as long as Tenant pays all rent when due and punctually observes all other covenants and obligations on its part to be observed under the Lease, the terms and conditions of this Lease shall continue in full force and effect and Tenant's possession, use and occupancy of the Premises shall not be disturbed during the term of this Lease by the holder of such mortgage or deed of trust or by any purchaser upon foreclosure of such mortgage or deed of trust.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter definedbe executed affecting all or any portion of the Project, (ii) currently encumber the BuildingParking REA, the Initial CC&Rs, any part thereofother CC&Rs or other Encumbrances currently in effect or that Landlord may enter into in the future, and (iii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which all or any portion of the Project, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security (any of the land on which it is situate. Upon delivery foregoing, a "Mortgage", and the beneficiary or mortgagee under any of the foregoing, a nondisturbance "Mortgagee") provided that this Lease shall not be subject or subordinate to any ground or underlying lease or to any Mortgage, unless the ground lessor or Mortgagee executes a reasonable recognition and attornment non-disturbance agreement which provides that neither this Lease, nor Tenant's rights nor Tenant's possession of the Premises on the terms and conditions of this Lease will be disturbed during the Term (including any Extension Term or Holdover Term) so long as Tenant is not in Default under any of the terms, covenants, conditions or agreements of this Lease. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such Mortgages to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination but conditioned upon the recognition and non-disturbance agreement from Mortgagee described above, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form requested by Landlord and reasonably satisfactory acceptable to Tenant, stating that any customary additional documents evidencing the priority or subordination of this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate with respect to any such mortgage, ground leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 underlying leases or the Buildinglien of any such Mortgage, which documents may, at any ground lessor's or Mortgagee's request, provide, without limitation, that the ground lessor, Mortgagee and/or any person acquiring title by reason of a foreclosure sale or an exercise of a power of sale or by deed expressly in lieu of foreclosure shall not: (i) have any liability for any act, omission, default or breach by Landlord under this Lease occurring prior to the time of such acquisition by such Mortgagee or person; (ii) be subject to any claim or offset which Tenant may have had against Landlord which arose prior to such foreclosure, trustee sale or deed-in-lieu; (iii) be bound by any payment of Rent or any part thereof more than one month in advance; (iv) be bound by any amendment or modification to this Lease made after Tenant enters into any such subordination and all advances made or to non-disturbance agreement with such Mortgagee and without the written consent of such Mortgagee; (v) be made thereunder and extensions thereof, and if obligated for the holder return of any such interest forecloses security deposit or extinguishes Landlord’s rights in other thing of value now or hereafter given to Landlord to secure the Building or Leased Space, performance by Tenant shall attorn to and recognize any such holder as the successor Landlord of its obligations under this Lease. The aforesaid provision shall be self-operative and no further instrument Lease or document shall be necessary unless required any one or more of such obligations, except to the extent such security deposit or thing of value has been received by any such Mortgagee or purchaser. Notwithstanding anything person; (vi) be required to perform, or liable for the failure to perform, the obligations of Landlord with respect to the contrary set forth aboveconstruction of the Base Building; and (vii) be obligated to perform any repair or restoration of the Project required as a result of any damage, any Mortgagee may at any time subordinate its Mortgage to this Leasedestruction or condemnation, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease except to the extent set forth therein, thereupon this Lease shall be deemed prior to that such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation other person owns the portion of either the Project damaged or condemned and insurance proceeds or condemnation awards received by such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or person are sufficient to fully pay the purchaser all instruments and/or documents that may be required to acknowledge cost of such subordination and/or repair or restoration.. Tenant has approved the form of the subordination, non-disturbance and attornment agreement to attornattached as Exhibit "F", in recordable form within ten (10) business days following a request therefor from Landlord.without

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber Originator shall have the Buildingright to receive, and SPV shall make, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are payments and shall always beprepayments relating to the loans made under this Subordinated Note provided that, subject and subordinate after giving effect to any such mortgagepayment or prepayment, leases the aggregate Outstanding Balance of Landlord’s property Receivables (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any as each such interest forecloses or extinguishes Landlord’s rights term is defined in the Building or Leased SpacePurchase Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Purchase Agreement) outstanding at such time under the Purchase Agreement, Tenant shall attorn to and recognize any such holder as plus (b) the successor Landlord aggregate outstanding principal balance of all loans made under this LeaseSubordinated Note. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate its Mortgage to this Lease, without Tenant’s consent, by execution in right of a written document subordinating such Mortgage to this Lease payment to the extent set forth therein, thereupon this Lease shall be deemed prior payment of any indebtedness or obligation of SPV owing to such Mortgage. Should Landlord the Agent or any Mortgagee or purchaser desire confirmation Purchaser under that certain Receivables Purchase Agreement dated as of either such subordination or such attornmentApril 17, 2013 by and among SPV, ▇▇▇▇▇ ▇▇▇▇▇▇, Inc., as initial Servicer (the “Servicer”), various Purchaser Groups from time to time party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the case may beagent (the “Agent”) (as amended, Tenant upon written requestrestated, and supplemented or otherwise modified from time to time, will execute the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and deliver without charge and in form reasonably satisfactory to Tenant, Landlordmay be enforced by, the Mortgagee Agent, the Purchaser Agents and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which the “Aggregate Invested Amount” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations (other than contingent obligations for which no claim has been asserted), collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in Section 5.1(e) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the purchaser all instruments and/or documents that may benefit of, and deemed to be required the property of, and shall be immediately paid over and delivered to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordthe Agent for the benefit of the Senior Claimants.

Subordination. Landlord represents that no Mortgages To the fullest extent permitted by law, this Lease, the rights of Tenant under this Lease and Tenant’s leasehold interest shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, any part thereofthe Lot, or any other portion of the land on Project, and (ii) the lien of any mortgage or deed of trust which it may now or hereafter exist for which the Building, the Lot, ground leases or underlying leases, any other portion of the Project or Landlord’s interest or estate therein is situatespecified as security. Upon delivery of Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary (any such ground lessor, mortgagee or beneficiary referred to herein as a nondisturbance and attornment agreement which is reasonably satisfactory “Holder”) shall have the right to Tenant, stating that require this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate be superior to any such mortgage, ground leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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, underlying leases or any part thereof and all advances such liens, mortgage or deed of trust. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereof, and if the holder of for any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacereason, Tenant shall attorn to and recognize any such holder as become the Tenant of the successor Landlord in interest to Landlord, provided such successor in interest agrees that it will not disturb Tenant’s use, occupancy or quiet enjoyment of the Premises if Tenant is not in material default beyond any applicable [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. cure period under this Lease. The aforesaid provision successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month’s Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be self-operative liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and no further instrument or document shall be necessary unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a written demand or request by Landlord and in the form reasonably requested by Landlord and/or a Holder, any additional documents evidencing the priority or subordination of this Lease with respect to any such Mortgagee ground leases or purchaserunderlying leases or the lien of any such mortgage or deed of trust. Notwithstanding anything Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the contrary set forth above, obligations of the Tenant hereunder in the event of any Mortgagee may at any time subordinate its Mortgage to foreclosure proceeding or sale. Tenant hereby acknowledges that as of the date of execution of this Lease, without Tenantthere is a deed of trust encumbering Landlord’s consentinterest in the Park in favor of Redwood Capital Finance Company, by execution of LLC, a written document subordinating such Mortgage to this Lease to Delaware limited liability company (the extent set forth therein, thereupon this Lease “Current Lender”). Tenant shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a written request therefor from Landlordmade by Landlord at any time, execute, notarize and deliver to Landlord a subordination, non-disturbance and attornment agreement (i) in the form attached to this Lease as Exhibit H and incorporated herein by this reference (the “SNDA”) or (ii) in such other form as may then be reasonably required by the Current Lender or other current or future Holder. Landlord shall endeavor to cause the Current Lender and any other current or future Holder to execute, notarize and deliver to Tenant the SNDA or such other form of subordination, non-disturbance and attornment agreement, as applicable, but Landlord shall not be in default under this Lease and shall have no liability to Tenant whatsoever if Landlord is unable to obtain and deliver to Tenant the SNDA or such other form of subordination, non-disturbance and attornment agreement executed by the Current Lender or other current or future Holder, as applicable.

Subordination. Without the necessity of any additional document being executed by Tenant for tile purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber 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 will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any part mortgage or deed of trust which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord reserves the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, leases at the election of Landlord’s property (Landlord successor in sale-leaseback) pursuant interest, Tenant agrees to attorn to and become the tenant of such successor in which Landlord has or shall retain the event Tenant's right of to possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter Premises will not 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights disturbed as long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative 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 no further instrument the obligations of Tenant hereunder in the event of any such foreclosure proceeding or document shall be necessary unless sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Mortgagee ground lease or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee underlying leases or the purchaser all instruments and/or lien of any such mortgage or deed of trust. If Tenant fails to sign and return any such documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordof receipt, Tenant will be in default hereunder.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber This Lease, find the Buildingrights of Tenant hereunder, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and be subordinate to any such mortgage, the interests of (i) all present and future ground leases and master leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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, all or any part thereof of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all [last and future advances made under any such mortgages or to be made thereunder deeds of trust; and (iv) all renewals, modifications, replacements and extensions thereof, and if the holder of any such interest forecloses ground leases, master leases, mortgages and deeds of trust (collectively, "Security Documents") which now or extinguishes Landlord’s rights in hereafter constitute a lien upon or affect the Project, the Building or Leased Spacethe Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any such Security Documents to this Lease and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following of demand therefor execute any instruments or other documents which may be required by Landlord or the holder ("Holder") of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a request therefor subordination of lease or subordination of deed of trust, in the form required by the Holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Such instruments may contain, among other things, provisions to the effect that such lessor, mortgagee or beneficiary (hereafter, for the purposes of this Section 18.i, a "Successor Landlord") shall (a) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (b) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (c) not be liable for the return of any security deposit under this Lease unless the same shall have actually been deposited with such Successor Landlord; and (d) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments if Tenant fails to execute and deliver said instruments within five days after notice from LandlordLandlord requesting execution and delivery thereof.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber Without the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder necessity of any such interest forecloses or extinguishes Landlord’s rights in additional document being executed by Tenant for the Building or Leased Spacepurpose of effecting a subordination, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises and/or the land upon which the Premises and Project are situated, or both; and (b) conditioned upon Tenant's receipt of a nondisturbance agreement in the lender's customary form, any mortgage or deed of trust which may now exist or be placed upon said Project, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items which is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such Mortgage. Should Landlord ground leases or underlying leases or any Mortgagee such liens to this Lease. In the event that any ground lease or purchaser desire confirmation underlying lease terminates for any reason or any mortgage or deed of either such subordination trust is foreclosed or such attornment, as the case may bea conveyance in lieu of foreclosure is made for any reason, Tenant upon written requestshall, notwithstanding any subordination, attorn to and from time become the Tenant of the successor in interest to time, will execute and deliver without charge and Landlord at the option of such successor in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within interest. Within ten (10) business days following after request by Land▇▇▇▇, ▇▇d conditioned upon Tena▇▇'▇ ▇eceipt of a request therefor from Landlord.nondisturbance agreement in the lender's customary form, Tenant shall execute and deliver any additional documents evidencing Tena▇▇'▇ ▇ttornment or the subordination of this Lease with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of trust. FINANCIAL STATEMENTS

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents or any first mortgagee with a lien on the Building or any ground lessor with respect to the Building, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist affecting the Building or the land upon which the Building is situated or both, and (b) the lien of any mortgage or deed of trust which may now exist in any amount for which the building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or any such liens to this Lease. Upon the sale, transfer of ownership or refinancing of the Building, Landlord shall have the right to subordinate this Lease to any ground leases, mortgages or deeds of trust to be recorded against the Building provided that no Mortgages (hereafter defined) currently encumber the holder of such ground lease, mortgage or deed of trust concurrently executes and delivers to Tenant, at Tenant’s cost, a commercially reasonably non-disturbance agreement. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord and ▇▇▇▇▇▇'s right to possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the terms hereof and observe and perform all of the provisions of this Lease, unless the Lease is otherwise terminated pursuant to its terms. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, and any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust provided that in the event of a sale, transfer of ownership or refinancing of the Building, any part thereof, or the land on which it is situate. Upon delivery subordination of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 any ground or underlying lease, mortgage or deed of trust, the extent set forth thereinholder thereof shall provide Tenant, thereupon this Lease shall be deemed prior to such Mortgageat Tenant’s cost, a commercially reasonable non-disturbance agreement. Should Landlord or Tenant fail to sign and return any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following of receipt, Tenant shall be in default, and Landlord may, at Landlord's option, terminate the Lease provided written notice of such termination is received by Tenant prior to Landlord's receipt of such documents. Within 30 days after this Lease has been fully executed, ▇▇▇▇▇▇ may obtain, at ▇▇▇▇▇▇’s cost and with ▇▇▇▇▇▇▇▇’s approval, a request therefor non-disturbance agreement reasonably acceptable to Tenant from Landlordany lender that currently holds a deed of trust against the Building.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Building, any part thereof, property or the land on which it is situate. Upon delivery Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of a nondisturbance any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and attornment agreement which is reasonably satisfactory superior thereto, upon written request of Landlord to Tenant, stating that 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 is, to be and all of Tenant’s rights hereunder are become and shall always be, remain subject and subordinate to any such mortgageand all ground or underlying leases, leases mortgages or deeds of Landlord’s property (in sale-leaseback) pursuant to trust which Landlord has or shall retain the 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 executed covering the Leased Space Premises, the Project or the Building, property or any part thereof and renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and extensions without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, and if however, that condition precedent to such subordination shall be that Landlord obtains from the holder lender or other party in question a commercially reasonable non-disturbance agreement in favor of any such interest forecloses or extinguishes Landlord’s rights in Tenant. Subject to the Building or Leased Spaceforegoing, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth aboveagrees, 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following 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. Tenant agrees that in the event of any proceedings are brought for the foreclosure of any mortgage or deed of trust in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a request therefor from Landlordcommercially 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 give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Landlord represents Tenant covenants that no Mortgages (its rights under this Lease are now and will be subordinate to the operation and effect of any mortgage(s) or ground lease(s) now existing or hereafter defined) currently encumber placed upon the BuildingPremises, the Building and/or the Lot or any part thereofor portion thereof without any further written document from Tenant; provided, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenanthowever, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate with respect to any such mortgagemortgage(s) and/or ground lease(s), leases of Landlord’s property (in sale-leaseback) pursuant to which such subordination shall be conditioned upon Landlord has or shall retain the 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 if obtaining from the holder of any such interest forecloses mortgage, or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize lessor under any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornmentground lease, as the case may be, a non-disturbance agreement in a commercially reasonable form (the “Non-disturbance Agreement”) stating that so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant’s right to possession of the Premises shall not be affected or disturbed by such holder or lessor. Tenant agrees to execute any instrument reasonably required by Landlord to effectuate the provisions hereof. In the event that any mortgagee of the Premises and/or the Building shall succeed to the interests of the Landlord under the within Lease, it is understood and agreed that said mortgagee shall not in any event be or become liable for any act or omission of any prior landlord (including the Landlord); or be subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or be bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord (including the Landlord); or be bound by any amendment or modification of the within Lease made without its consent; or be bound to return any security deposit under the within Lease unless the same shall actually come into possession of said mortgagee. Within sixty days from the full execution of this Lease, Landlord shall provide Tenant with a Non-disturbance Agreement from the holder of any existing mortgage encumbering the Premises, the Building and/or the Lot (the “Existing Mortgagee”). In the event that such Non-disturbance Agreement is not so delivered to Tenant within such sixty (60) day period, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease upon written requestnotice to Landlord given within five (5) days after the expiration of said sixty (60) day period (time being of the essence) unless Landlord shall have delivered such non-disturbance agreement to Tenant prior thereto. In the event of such termination, Landlord shall promptly return to Tenant any payment theretofore made by Tenant, and from time neither party shall have any further rights or obligations hereunder. In the event that Tenant shall not exercise its right to timeterminate this Lease as aforesaid, will execute and Landlord shall no longer have an obligation to cause the Existing Mortgagee to deliver without charge and in form reasonably satisfactory an executed Non-disturbance Agreement to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord.

Subordination. This Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements, and any ground leases or underlying leases which may now exist or hereafter be executed affecting the Property, (b) the lien of any mortgage or deed of trust that may now exist or hereafter be executed in any amount for which the Property, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security, and (c) any access agreements which may now exist or hereafter be executed affecting the Property. Notwithstanding the foregoing, Landlord represents shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above, subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no Mortgages person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (hereafter defineda “Successor”) currently encumber shall be liable for any default by Landlord or any other matter that occurred prior to the Buildingdate the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the Successor, at the option of the Successor. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any part thereofadditional documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the land on which it lien of any such mortgage or deed of trust and Tenant’s failure to execute and deliver any such document within ten (10) Business Days after such demand by Landlord shall constitute an Event of Default without further notice. Landlord shall use commercially reasonable efforts to obtain the written agreement of the mortgagee or trustee named in any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or underlying lease, that so long as an Event of Default by Tenant is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenantnot in existence, stating that neither this Lease is, and all nor any of Tenant’s rights hereunder are and shall always bebe terminated or modified, subject and subordinate to any such mortgage, leases of Landlordnor shall Tenant’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) Premises be disturbed or security instruments (collectively called “Mortgage”) that now existinterfered with, 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any trustee’s sale or by an action or proceeding to foreclose said mortgage, deed of trust or other encumbrance. Landlord represents and warrants that, as of the Effective Date, there is no mortgage, ground lease or other such Mortgagee or purchaserencumbrance on the Property. 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 the subordination of a written document subordinating such Mortgage to this Lease to any ground lease, mortgage, deed of trust or other encumbrance entered into following the extent set forth thereinEffective Date is conditioned upon Tenant, thereupon Landlord and the lien holder entering into a commercially reasonably Subordination, Non-Disturbance and Attornment Agreement providing, among other covenants, that so long as an Event of Default by Tenant is not in existence, neither this Lease nor any of Tenant’s rights hereunder shall be deemed prior terminated or modified, nor shall Tenant’s possession of the Premises be disturbed or interfered with, by any trustee’s sale or by an action or proceeding to such Mortgage. Should Landlord foreclose said mortgage, deed of trust or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordother encumbrance.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber This Lease is subject and subordinate to all ground or underlying leases, mortgages, and deeds of trust which now affect the BuildingPremises, any part thereof, or the land on Building and the real property of which it is situatea part, and to all renewals, modifications, consolidations, replacements, and extensions thereof. Upon delivery If the lessor under any such lease or the holder or holders of a nondisturbance any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and attornment agreement which is reasonably satisfactory superior thereto, upon written request of Landlord to Tenant, stating that Tenant agrees promptly to execute, acknowledge, and deliver any and all documents or instruments which Landlord or such lessor, holder, or holders deem REASONABLY necessary or desirable for purposes thereof. SUBJECT TO THIS PARAGRAPH, Landlord shall have the right to cause this Lease is, to be and all of Tenant’s rights hereunder are become and shall always be, remain subject and subordinate to any such mortgageand all ground or underlying leases, leases mortgages or deeds of Landlord’s property (in sale-leaseback) pursuant to trust which Landlord has or shall retain the 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 executed covering the Leased Space or Premises, the Building, Building and the real property of which it is a part. or any part thereof and renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and extensions without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space., Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth aboveagrees, 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following after Landlord's written request therefore, to execute, acknowledge, and deliver any and all documents or instruments REASONABLY requested by Landlord, or that are necessary or proper to assure the subordination of this Lease to any such mortgages, deeds of trust, or leasehold estates; provided, however, that the foregoing provisions with respect to such election of subordination by Landlord shall not he effective unless the owner or holder of any such mortgage, deed of trust, or the lessor under any such leasehold estate shall execute with Tenant a request therefor from Landlordnon-disturbance and attornment agreement, in a form SUBSTANTIALLY similar to Exhibit G hereof, under which such owner, holder, or lessor shall agree to accept the Tenant upon the terms and conditions contained in this Lease for the then unexpired term hereof, in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, so long as Tenant agrees to pay rent and observe and perform all of the provisions of this Lease to be observed and performed by Tenant.

Subordination. Landlord represents that no Mortgages (Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease 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 defined) currently encumber placed on, against or affecting the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (interest or estate in sale-leaseback) pursuant to which Landlord has or shall retain the 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 ground or to be made thereunder and extensions thereofunderlying lease; provided, and however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant’s interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn this Lease be superior to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth aboveinstrument, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consentthen, by execution of a written document subordinating such Mortgage notice to this Lease to the extent set forth thereinTenant, thereupon this Lease shall be deemed prior to such Mortgagesuperior, whether this Lease was executed before or after said instrument. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as Notwithstanding the case may beforegoing, Tenant upon written request, covenants and from time agrees to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following of Landlord’s request such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a request therefor non-disturbance, subordination and attornment agreement from Landlord’s then current mortgagee on such mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the mortgagee. Upon request of Landlord, Tenant will execute the mortgagee’s form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the mortgagee. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. Landlord represents that as of the date of this Lease, there exists no mortgage or deed of trust encumbering Landlord’s interest in the Building.

Subordination. Landlord represents that no Mortgages (L▇▇▇▇▇▇▇ has heretofore and may hereafter defined) currently encumber from time to time execute and deliver mortgages or trust deeds in the Building, any part thereof, or the land on which it is situate. Upon delivery nature of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant both referred to which Landlord has or shall retain herein as mortgages’ against the 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 Land and Building, or any part thereof interest therein. If requested by the mortgagee or trustee under any mortgage, Tenant will either (a) subordinate its interest in this Lease to said mortgages, and to any and all advances made or thereunder and to be made thereunder the interest thereon, and to all renewals, replacements, modifications and extensions thereof, or (b) make Tenant’s interest in this Lease inferior thereto; and if the holder of Tenant will promptly execute and deliver such agreement or agreements as may be reasonably required by such mortgagee or trustee under any mortgage, provided however that any such interest forecloses subordination shall provide that so long as Tenant is not in default hereunder, its tenancy and rights of quiet enjoyment shall not be disturbed. It is further agreed that (a) if any mortgage shall be foreclosed (i) the liability of the mortgagee or extinguishes Landlord’s rights in trustee thereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such trustee, mortgagee, purchaser or owner is the owner of the Building and such liability shall not continue or Leased Spacesurvive after further transfer of ownership; and (ii) upon request of the mortgagee or trustee, Tenant will attorn as Tenant under this Lease, to the purchaser at any foreclosure sale under any mortgage, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; and (b) this Lease may not be modified or amended so as to reduce the rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall attorn to this Lease be canceled or surrendered without the prior written consent, in each instance of the mortgagee or trustee under any Mortgage. It is understood that T▇▇▇▇▇’s tenancy and recognize any such holder rights of quiet enjoyment shall not be disturbed so long as the successor Landlord Tenant is not in default under this Lease. The aforesaid provision L▇▇▇▇▇▇▇ is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute all such subordination instruments in the event Tenant fails to execute said instruments within five (5) days after notice from Landlord demanding the execution thereof. Said notice may be given in the manner hereinafter provided for giving notice. T▇▇▇▇▇ agrees to give any mortgagees and/or trust deed holders, by certified or registered mail, a copy of any notice of default served upon the Landlord by T▇▇▇▇▇ provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall be self-operative and no further instrument or document shall be necessary unless required by any have failed to cure such Mortgagee or purchaser. Notwithstanding anything to default within the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to provided for in this Lease, the mortgagees and/or trust deed holders shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary. Until the time allowed as aforesaid for mortgagee and/or trust deed holder to cure such defaults has expired without Tenant’s consentcure, by execution of a written document subordinating such Mortgage Tenant shall not have the right to and shall not terminate this Lease on account of default. No mortgagee and no person acquiring title to the extent set forth therein, thereupon this Lease demised Premises by reason of foreclosure of any mortgage or by conveyance in lieu of foreclosure shall be deemed prior have any obligation or liability to Tenant on account of any security deposit unless such Mortgage. Should Landlord mortgagee or any Mortgagee or purchaser desire confirmation of either title holder shall receive such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and security deposit in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordcash.

Subordination. Landlord represents that no Mortgages Tenant agrees: (hereafter defineda) currently encumber the Buildingthat, any part thereofexcept as hereinafter provided, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space Premises (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon the Leased Space Premises or the Building, or any part thereof and all advances made or to be made thereunder and extensions thereofthereof (provided however, that this Lease shall be subordinate to a junior Mortgage or lien only upon the express written consent or agreement by the holder of the first lien Mortgage); and (b) that, subject to the provisions of Section 33.2, if the holder of any such interest forecloses Mortgage (“Mortgagee”) or extinguishes Landlord’s rights if the purchaser at any foreclosure sale or at any sale under a power of sale contained in the Building or Leased Spaceany Mortgage shall at its sole option so request, Tenant shall will attorn to to, and recognize any such holder Mortgagee or purchaser, as the successor case may be, as Landlord under this Lease for the balance then remaining of the Term of this Lease. The , subject to all terms of this Lease; and (c) that the aforesaid provision provisions shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 document, subordinating such Mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such MortgageMortgage to the extent set forth in such written document, without regard to their respective dates of execution, delivery and/or recording and in that event, to the extent set forth in such written document, such Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage as though this Lease had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, to the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten five (105) business days following a request therefor from Landlord. If Tenant fails to execute and deliver the instruments and documents as provided for herein within the time period set forth, Tenant does hereby make, constitute and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant’s attorney-in-fact and in its name, place and stead to do so, or Landlord may treat such failure as an event of default, subject to applicable notice and cure periods otherwise provided in this Lease. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. Tenant shall agree to any reasonable changes to this Lease as may be required by a Mortgagee, which changes do not materially alter the non-economic terms, or alter in any way the economic terms, of this Lease.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, unless requested by Landlord represents that no Mortgages (hereafter defined) currently encumber or its mortgagee, and at the election of Landlord or any mortgagee with a lien on the Building or any ground lessor with respect to the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, land, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the ground lessor, mortgagee or beneficiary, as applicable, attorn to and become the Tenant of the successor in interest to Landlord and, in such event, Tenant’s right to possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the terms hereof and observe and perform all of the provisions of this Lease, unless the Lease is otherwise terminated pursuant to its terms. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust, and Tenant hereby appoints Landlord as its attorney- in-fact for purposes of execution, acknowledgement and delivery of such documents for Tenant and on its behalf should Tenant fail or refuse to provide same in accordance with its obligations hereunder. Should Tenant fail to execute, acknowledge and deliver any such documents within thirty (30) days of receipt, Tenant shall be in default, and Landlord may, at Landlord’s option, terminate this Lease provided written notice of such termination is received by Tenant prior to Landlord’s receipt of such Mortgagedocuments. Should Without limiting the foregoing, Landlord or any Mortgagee or purchaser desire confirmation shall also be entitled to impose a penalty on Tenant for Tenant’s delay in providing such documents not to exceed One Hundred Dollars ($100.00) per day for each day of either such subordination or delay after expiration of the aforementioned 10-business day period and such attornment, as the case may be, Tenant upon written request, per diem penalty shall be deemed a part of Tenant’s rent under this Lease and from time shall be payable to time, will execute and deliver without charge and in form reasonably satisfactory to Landlord with Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord’s next due installment of rent hereunder.

Subordination. Landlord represents that no Mortgages (This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter defined) currently encumber in force against the Building, Building or Project or any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease isif any, and to all of Tenant’s rights hereunder are renewals, extensions, modifications, consolidations and shall always bereplacements thereof, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 hereafter to be made thereunder upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances (collectively, "LIENHOLDERS"), or the lessors under such ground lease or underlying leases require in writing that this Lease be superior thereto. Tenant covenants and extensions thereof, and if agrees in the holder event any proceedings are brought for the foreclosure of any such interest forecloses mortgage or extinguishes Landlord’s rights deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Building lienholder or Leased Space, Tenant shall attorn to and recognize purchaser or any successors thereto upon any such holder foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the successor Landlord lessor under this Lease. The aforesaid provision shall Landlord's interest herein may be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may assigned as security at any time subordinate its Mortgage to this Lease, without any lienholder. Tenant’s consent, by execution 's foregoing agreements concerning subordination of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior subject to, in each case, Landlord's obtaining from any such lienholder or lessor, and delivering to Tenant a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") in commercially reasonably form and substance (provided, however, that such Mortgage. Should Landlord form shall in no way affect the Term or Rent under this Lease or otherwise materially, adversely diminish the rights or increase the obligations of Tenant hereunder) whereby such executing party shall agree not to disturb the tenancy of the Tenant under, and pursuant to the terms of, this Lease, so long as Tenant shall not be in default hereunder after any Mortgagee applicable notice and opportunity to cure, and shall agree to attorn to said lienholder or purchaser desire lessor and to execute, acknowledge and deliver any reasonable instrument that has for its purpose and effect the confirmation of either such subordination subordination, non-disturbance and attornment or superiority of this Lease to any such attornmentmortgages, as trust deeds, ground leases or underlying leases in accordance with the case may be, TCCs of this ARTICLE 18. Tenant upon written request, and from time to time, will shall execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, at the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorntime it executes this Lease, in recordable form within and thereafter, upon ten (10) business days following advance written request, any SNDA that Landlord may reasonably require on a request therefor from Landlordcommercially reasonable, recordable form as required by the applicable lienholder or ground lessor, subject to any reasonable revisions requested by Tenant and acceptable to such lienholder. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber Without the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder necessity of any such interest forecloses or extinguishes Landlord’s rights in additional document being executed by Tenant for the Building or Leased Spacepurpose of effecting a subordination, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting all or any portion of the Project, (ii) the Encumbrances currently in effect or, provided Tenant has reasonably approved same in writing, that Landlord may enter into in the future, and (iii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which all or any portion of the Project, ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security (any of the foregoing, a “Mortgage”, and the beneficiary or mortgagee under any of the foregoing, a “Mortgagee”); provided, however, that Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such Mortgages to this Lease at Landlord’s option. Notwithstanding the foregoing, this Lease shall not be subject or subordinate to any ground or underlying lease or to any Mortgage first encumbering the Project after execution of this Lease, unless the ground lessor or Mortgagee executes a reasonable recognition and non-disturbance agreement (a “Non-Disturbance Agreement”) that provides that neither this Lease, nor Tenant’s rights nor Tenant’s possession of the Premises on the terms and conditions of this Lease will be disturbed during the Term so long as Tenant is not in Default under any of the terms, covenants, conditions or purchaser desire confirmation agreements of either such subordination this Lease. In the event that any ground lease or such attornment, as the case may beunderlying lease terminates for any reason or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant upon written requestshall, notwithstanding any subordination, attorn to and from time become the Tenant of the successor in interest to time, will Landlord. Tenant covenants and agrees to execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following demand by Landlord and in the form requested by Landlord and reasonably acceptable to Tenant, a request therefor from Landlord.Non-Disturbance Agreement and/or any customary additional documents evidencing the priority or subordination of this Lease with respect to any ground leases or underlying leases or the lien of any such Mortgage, which documents may, at any ground lessor’s or Mortgagee’s request, provide, without limitation, that the ground lessor, Mortgagee and/or any person acquiring title by reason of a foreclosure sale or an exercise of a power of sale or by deed expressly in lieu of foreclosure shall not: (i) have any liability for any act, omission, default or breach by Landlord under this Lease occurring prior to the time of such acquisition by such Mortgagee or person except to the extent that any such act, omission, breach or default continues following such entity’s acquisition of title and is capable of cure by such entity; (ii) be subject to any claim or offset which Tenant may have had against Landlord which arose prior to such foreclosure, trustee sale or deed-in-lieu, other than those offsets which may be expressly set forth in this Lease; (iii) be bound by any payment of Rent or any part thereof more than one month in advance (other than overpayment due to the estimates of Additional Charges for Expenses and Taxes being in excess of the actual Additional Charges for Expenses and Taxes); (iv) be bound by any material amendment or material modification to this Lease made after Tenant enters into any such subordination and non-disturbance agreement with such Mortgagee and without the written consent of such Mortgagee; (v) be obligated for the return of any security deposit or other thing of value now or hereafter given to Landlord to secure the performance by Tenant of its

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the BuildingSubject to Landlord's obtaining and providing to Tenant a "non- disturbance agreement" as provided in Paragraph 23.2, any part thereofbelow, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s 's rights hereunder are and shall always be, will remain subject and subordinate to any such ground lease, mortgage, leases deed of Landlord’s property (in sale-leaseback) pursuant to which Landlord has trust or shall retain the right of possession of the Leased Space (and/or the Building) any other hypothecation for security now or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon the Leased Space or real property of which the BuildingPremises are a part (the "Property"), or any part thereof and to all advances made or to be made thereunder increases, renewals, modifications, consolidations, replacements, and extensions thereof, and if thereof (collectively referred to as the "Mortgage"). If the holder of any a mortgage becomes the owner of the Property by reason of foreclosure or acceptance of a deed in lieu of foreclosure, at such holder's election tenant will be bound to such holder or its successor-in- interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spaceunder all terms and conditions of this Lease, and Tenant shall attorn will be deemed to have attorned to and recognize any recognized such holder or successor as Landlord's successor-in-interest for the successor Landlord under this Leaseremainder of the Lease Term or any extension thereof. The aforesaid provision shall be foregoing is self-operative and no further instrument or document shall of subordination and/or attornment will be necessary unless required by any such Mortgagee Landlord or purchaser. 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 holder of a written document subordinating such Mortgage to this Lease to the extent set forth thereinMortgage, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornmentin which case Tenant will, as the case may be, Tenant upon within ten (10) days after written request, and from time to time, will execute and deliver without charge any documents reasonably required by Landlord or such holder in order to confirm the subordination and in form reasonably satisfactory attornment set forth above. Should the holder of a Mortgage request that this Lease and Tenant's rights hereunder be made superior, rather than subordinate, to Tenantthe Mortgage, Landlordthen Tenant will, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordafter written request, execute and deliver without charge such agreement as may be reasonably required by such holder in order to effectuate and evidence such superiority of the Lease to the Mortgage.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any mortgagee or beneficiary with a deed of trust encumbering the Building, any part thereofPremises, or the land on which it is situate. Upon delivery any lessor of a nondisturbance and attornment agreement which is reasonably satisfactory ground or underlying lease with respect to Tenantthe Premises, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises; and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed for which the Premises, or Landlord's interest and estate in any of said items, is specified as security; provided that Tenant receives a non-disturbance agreement from the prospective lessor, mortgagee or beneficiary. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such mortgageground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, leases at the election of Landlord’s property ('s successor in sale-leaseback) pursuant interest, Tenant agrees to attorn to and become the tenant of such successor in which Landlord has or shall retain the event Tenant's right of to possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter Premises will not 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights disturbed as long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative 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 no further instrument the obligations of Tenant hereunder in the event of any such foreclosure proceeding or document shall be necessary unless sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Mortgagee ground lease or purchaserunderlying leases or the lien of any such mortgage or deed of trust. Notwithstanding anything If Tenant fails to the contrary set forth above, sign and return any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution such documents within fifteen (15) days of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may bereceipt, Tenant upon written request, and from time to time, will execute and deliver without charge and be in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlorddefault hereunder.

Subordination. Landlord represents that no Mortgages (hereafter definedSection 27.01 Subject to Section 27.07(b) currently encumber the Buildinghereof, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, is subject and subordinate in all respects to all ground leases and/or underlying leases now or hereafter covering the real property or any such mortgage, leases portion thereof of Landlord’s property (in sale-leaseback) pursuant which the Premises form a part and to all mortgages and trust indentures which Landlord has may now or shall retain the 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 on or affect such leases and/or the Leased Space or real property of which the BuildingPremises form a part, or any part thereof or parts of such real property, and/or Landlord’s interest therein, and all advances to each advance made or and/or hereafter to be made thereunder and extensions thereof, and if the holder of under any such interest forecloses mortgages, or extinguishes Landlord’s rights in indentures and to all renewals, modifications, consolidations, increases, recastings, replacements, extensions and substitutions of and for such ground leases and/or underlying leases and/or mortgages or indentures (each lease or mortgage to which this Lease shall be subject and subordinate pursuant to the Building provisions hereof being respectively herein called a “superior lease” or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Leasea “superior mortgage”). The aforesaid provision This Section 27.01 shall be self-operative and no further instrument or document of subordination shall be necessary unless required by required. In confirmation of such subordination, Tenant shall execute, at its sole cost and expense, and deliver promptly any certificate that Landlord and/or any lessor under any superior lease and/or any holder of any superior mortgage and/or their respective successors in interest may reasonably request provided such Mortgagee request is in accordance with the provisions of a subordination, non-disturbance and attornment and agreement (an “SNDA”) entered into with Tenant. Landlord represents that it has received no notice of, and has no knowledge (without any specific inquiry or purchaser. Notwithstanding anything review of its files) of any default under any superior lease or superior mortgage which either presently exists or which would arise with the passage of time and the giving of notice. Section 27.02 In the event of any act or omission of Landlord that would give Tenant the right, immediately or after lapse of a period of time, to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to cancel or terminate this Lease, without Tenant’s consent, by execution of or to claim a written document subordinating such Mortgage to partial or total eviction (but excluding any express right set forth in Articles 7 and 8 or elsewhere in this Lease not resulting from a default by Landlord), Tenant shall not be entitled to exercise such right: (a) unless and until ▇▇▇▇▇▇ has given prompt written notice of such act or omission to the extent set forth thereinlessor under each superior lease and the holder of each superior mortgage, thereupon this Lease whose name and address shall previously have been furnished to Tenant in writing; and (b) unless such act or omission shall be deemed prior to one which is not capable of being remedied by such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination lessor or such attornmentholder within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when the lessor under such superior lease or the holder of such superior mortgage shall have become entitled under such lease or such mortgage, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy or more than ninety (90) days), provided such lessor or such holder shall with due diligence give Tenant written notice of intention to, and commence and diligently continue to remedy such act or omission. Section 27.03 Tenant shall take all reasonable action requested by Landlord at no cost to Tenant (provided the same does not increase Tenant’s obligations or decrease ▇▇▇▇▇▇’s rights hereunder) such that neither the termination of any superior lease or any superior mortgage, nor the institution of any suit, action or other proceeding by the lessor under any such superior lease or the holder of any such superior mortgage to recover possession of the Premises leased or mortgaged under any such superior lease or any such superior mortgage or to realize on the mortgagor’s interest under any such superior mortgage or any such superior lease (provided that Tenant is not otherwise disturbed by the lessor under any such superior lease or the holder of any such superior mortgage) shall, by operation of law or otherwise, result in the cancellation or termination of this Lease (unless specific action is taken by the lessor under any such superior lease or the holder of any such superior mortgage to terminate this Lease based upon a default hereunder beyond the expiration of any applicable notice and cure period) or the obligations of Tenant hereunder. If the lessor under any superior lease or the holder of any superior mortgage, or the purchaser upon any foreclosure sale relating to such superior mortgage, or any designee of such lessor or such holder shall succeed to the rights of Landlord under this Lease, whether through possession, or any action or proceeding relating to the termination of such superior lease, or foreclosure action or delivery of a new lease or deed, then, at the request of such party so succeeding to Landlord’s rights (such party being sometimes herein called a “successor landlord”) and upon such successor landlord’s written agreement to accept ▇▇▇▇▇▇’s attornment, Tenant shall attorn to and recognize such successor landlord as ▇▇▇▇▇▇’s landlord under this Lease, and shall promptly execute and deliver, at ▇▇▇▇▇▇’s sole expense, any reasonable instrument that such successor landlord may reasonably request to evidence such attornment and none of the above-described successions shall, by operation of law or otherwise, result in the cancellation or termination of this Lease (unless specific action is taken by such successor landlord to terminate this Lease) or the obligations of Tenant. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease, except that if the successor landlord is not an Affiliate of the prior landlord, the successor landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease (provided however, that to the extent that this Lease obligates Landlord to perform any repairs or other work or maintenance to, or to provide or perform any services to the Building or the Premises, the successor landlord shall be obligated to do so); (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s Fixed Rent or advanced payment of additional rent for more than one payment period, unless such modification or prepayment shall have been expressly approved in writing by the lessor under the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this Lease. Section 27.04 Subject to the terms of any SNDA executed with the applicable subtenant, in the event of termination, cancellation, re-entry or dispossess by Landlord or a successor landlord under this ▇▇▇▇▇ ▇▇▇▇▇▇ shall, at Landlord’s or the successor landlord’s request given within thirty (30) days of the foregoing, execute an assignment (without representation or warranty) by Tenant to Landlord or the successor landlord of Tenant’s interest as sublessor under any subleases under this Lease. Subject to the terms of any SNDA executed with the applicable subtenant, at Landlord’s or successor landlord’s option, pursuant to the applicable terms and conditions of the relevant subleases, sublessee shall attorn to Landlord or the successor landlord and upon such attornment, the sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord or the successor landlord and sublessee upon all the terms, conditions and covenants set forth in, at Landlord’s or successor landlord’s option, the Lease or the sublease, except that Landlord or the successor landlord shall not: (a) be liable for any previous act or omission of sublessor under the sublease (but the same shall not release Landlord or a successor landlord, as applicable, from the requirement to perform any obligations of a continuous nature after such attornment); (b) be subject to any offset, which shall have theretofore accrued to sublessee against sublessor not provided for in the sublease; or (c) be bound by any previous modification of the sublease, not expressly provided for in the sublease unless consented thereto in writing, or by any previous prepayment of more than one month’s Fixed Rent or additional rent, unless such modification or prepayment shall have been expressly approved in writing by the Landlord under the Lease, the lessor under the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of sublessor under the sublease, as the case may be. In the event that Landlord or a successor landlord, as the case may be, does not request Tenant to assign its interest in the sublease or have sublessee attorn to Landlord or the successor landlord, as the case may be, then Landlord or successor landlord, as the case may be, shall have the right to terminate the sublease immediately at any time after termination or cancellation of this Lease or re-entry or dispossess by Landlord or a successor landlord under this Lease. All subleases made in accordance with this Lease shall be subject to the above provisions, except for subleases for which Landlord has executed the agreement required pursuant to Section 25.12(d) hereof. Section 27.05 In the event the holder of any mortgage or the lessor of any lease (present or future) relating to the Premises and/or this Lease requests that (a) this Lease and ▇▇▇▇▇▇’s rights hereunder be made superior, rather than subordinate, to such mortgage or lease and/or (b) ▇▇▇▇▇▇ enters into an SNDA, then Tenant, within fifteen (15) days after written request, and from time to time, will execute and deliver without charge such commercially reasonable agreement(s) in such form(s) reasonably acceptable to ▇▇▇▇▇▇ and in form reasonably satisfactory to the holder of such mortgage or lessor of such lease (provided the same does not increase Tenant, Landlord, the Mortgagee ’s obligations or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlorddecrease ▇▇▇▇▇▇’s rights hereunder).

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Building, Premises or any part thereof, or ground lessor with respect to the land on of which it is situate. Upon delivery of the Premises are a nondisturbance and attornment agreement which is reasonably satisfactory to Tenantpart, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgagesubject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Should Notwithstanding the foregoing, Landlord or any Mortgagee such ground lessor, mortgagee, or purchaser desire confirmation beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of either such subordination trust is foreclosed or such attornment, as the case may bea conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon written requestthe request of such successor in interest to Landlord, attorn to and from time become the Tenant of the successor in interest to time, will Landlord. Tenant covenants and agrees to execute and deliver without charge and in form reasonably satisfactory to Tenantdeliver, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from demand by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute an additional default hereunder. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant, which appointment is coupled with an interest, to execute, deliver and record any such documents in the name and on behalf of Tenant.

Subordination. (a) Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (i) the Encumbrances and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both; (ii) any CC&R's, currently in effect or that Landlord represents may enter into in the future, that no Mortgages affect the Building or the Common Areas; and (iii) the lien of any mortgage or deed of trust which may now exist or hereafter defined) currently encumber be executed in any amount for which the Building, any part thereofland, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord shall have the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate or cause to be subordinated any such mortgage, ground leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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, underlying leases or any part thereof and all advances such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereof, and if the holder of for any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacereason, Tenant shall shall, notwithstanding any subordination, attorn to and recognize any such holder as become the Tenant of the successor in interest to Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any at the option of such Mortgagee or purchasersuccessor in interest. Notwithstanding anything to the contrary set forth abovecontained herein (but subject to subparagraph 15(b) below), this Lease shall not be subject or subordinate to any ground or underlying lease or to any lien, mortgage, deed of trust or other security interest affecting the Premises, unless the ground lessor, lender or other holder of the interest to which this lease would be subordinated executes a reasonable recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form requested by Landlord and reasonably acceptable to Tenant, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution customary additional documents evidencing the priority or subordination of a written document subordinating such Mortgage to this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant shall execute, deliver and record any such documents within twenty (20) days after Landlord's written request. (b) Notwithstanding the provisions of subparagraph 15(a) above to the extent set forth thereincontrary, thereupon specifically with regard to the Ground Lease (as defined in Exhibit "E"), this Lease shall be deemed prior subject to such Mortgage. Should and subordinate to the terms, covenants and conditions of the Ground Lease and the rights of the Lessor (as defined in the Ground Lease), without the requirement that the Lessor enter into a separate recognition and non-disturbance agreement as contemplated by subparagraph 15(a), provided that Landlord and Tenant agree to the following conditions as required by Article 25 of the Ground Lease: (1) Upon any termination or surrender of the Ground Lease, this Lease shall continue in full force and effect and the Tenant (defined as "sublessee" in the Ground Lease) shall attorn to, or, at the option of Lessor (as defined in the Ground Lease), enter into a direct lease on identical terms (i.e. the terms of this Lease) with, Lessor; (2) Lessor shall not be bound by any Mortgagee or purchaser desire confirmation prepayment of either such subordination or such attornment, rent hereunder; and (3) Tenant and Landlord agree that this Lease is an arm's length transaction between Landlord (defined as "Lessee" in the case may be, Ground Lease) and Tenant upon written request(defined as "the subtenant" in the Ground Lease), and from time to time, will execute and deliver without charge and that Tenant is not an Affiliate (as defined in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10Ground Lease) business days following a request therefor from of Landlord.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be and is hereby declared to be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter definedbe executed affecting the Premises and/or the land upon which the Premises and Project are situated, or both; and (b) currently encumber any mortgage or deed of trust which may now exist or be placed upon the Building, any part thereofthe Project and/or the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord’s interest or estate in any of said items which is specified as security (each, a “Security Instrument”). Notwithstanding the land on which it foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is situateforeclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this Lease. Upon delivery Within ten (10) days after request by Landlord, Tenant shall execute and deliver any additional documents evidencing Tenant’s attornment or the subordination of this Lease with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of trust (each, a “Holder”), subject to such nondisturbance requirement. If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement which is reasonably satisfactory to Tenantfor the benefit of Tenant reflecting the foregoing from any ground landlord, stating that this Lease ismortgagee or beneficiary, and all of at Tenant’s rights hereunder are and shall always beexpense, subject to such other terms and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder conditions as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument ground landlord, mortgagee or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee beneficiary 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordrequire.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber Without the Buildingnecessity of any additional document ------------- being executed by Tenant for the purpose of effecting a subordination, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to any such mortgage, at all times to: (a) all ground leases of Landlord’s property (in sale-leaseback) pursuant to or underlying leases which Landlord has may now exist or shall retain hereafter be executed affecting the right of possession of the Leased Space (Premises and/or the Building) or security instruments (collectively called “Mortgage”) that now existland upon which the Premises and Building are situated, or both; and (b) any mortgage or deed of trust which may hereafter now exist or be placed upon the Leased Space or the Building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items which is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any part thereof and all advances such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereoffor any reason. Tenant shall, and if the holder of notwithstanding any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacesubordination, Tenant shall attorn to and recognize any become the Tenant of the successor-in-interest to Landlord at the option of such holder as the successor Landlord under this Leasein interest. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within Within ten (10) business days following after request by Landlord, Tenant shall execute and deliver any additional documents evidencing Tenant's attornment or the subordination of this Lease with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the form requested by Landlord or by any ground Landlord, mortgagee, or beneficiary under a request therefor from deed of trust. Such instruments may contain, among other things, provisions to the effect that such lessor, mortgagee or beneficiary (hereafter, for the purposes of this Section 16.A, a "Successor Landlord") shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant may have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; and (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default.

Subordination. Landlord represents that no Mortgages (hereafter defineda) currently encumber the BuildingSubject to Section 23.1(b), any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder the term and estate hereby granted are and shall always be, subject and subordinate to the lien of each mortgage which now or at any time hereafter affects all or any portion of the Property or Landlord’s interest therein and to all ground or master leases which now or at any time hereafter affect all or any portion of the Property (any such mortgagemortgage or ground lease being referred to herein as an “Underlying Encumbrance”). Subject to Section 23.1(b), leases the subordination of Landlord’s property (in sale-leaseback) pursuant this Lease and the term and estate hereby granted to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall an Underlying Encumbrance will be self-operative and no further instrument or document will be required to effect any such subordination; provided, however, that, upon not less than ten (10) Business Days’ prior notice by Landlord, Tenant shall execute, acknowledge and deliver to Landlord any and all reasonable instruments that may be necessary unless required by any or proper to effect such Mortgagee subordination or purchaserto confirm or evidence the same. (b) Simultaneously with or within sixty (60) days after the date of this Lease, Landlord shall deliver to Tenant a subordination, non-disturbance and attornment agreement from Landlord’s existing lender. Notwithstanding anything to the contrary set forth abovecontained in this Article 23, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution the subordination of a written document subordinating such Mortgage to this Lease to any Underlying Encumbrance arising after the extent set forth therein, thereupon date of this Lease shall be deemed prior to such Mortgageconditioned upon Tenant receiving a subordination, non-disturbance and attornment agreement (duly executed and acknowledged) from the holder of the Underlying Encumbrance (“Non-Disturbance Agreement”). Should Landlord Any Non-Disturbance Agreement shall be either (i) in substantially the form annexed hereto as Schedule J, or (ii) in the standard form of the holder of the applicable Underlying Encumbrance. Within fifteen (15) days after any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord, Tenant shall execute, have acknowledged and deliver to Landlord or the holder of any Underlying Encumbrance any Non-Disturbance Agreement.

Subordination. Subject to the last sentence of this Paragraph 17(a)(1) and to Paragraph 17(a)(2), this Lease is junior, subject and subordinate to all declarations of restrictions and all mortgages, deeds of trust and other security instruments of any kind now covering the Premises, the Project, or any portion of thereof. Landlord represents that no Mortgages (hereafter defined) currently encumber reserves the Buildingright to place liens or encumbrances on the Premises, the Project, or any part thereofof or interest in any of the foregoing, or and, subject to the land on which it is situate. Upon delivery last sentence of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenantthis Paragraph 17(a), stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which liens or encumbrances now or hereafter imposed by Landlord has or shall retain without the right of possession necessity 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 execution and all advances made or to be made thereunder and extensions thereof, and if the holder delivery of any further instruments on the part of Tenant to effectuate such interest forecloses or extinguishes Landlord’s rights in subordination. Notwithstanding the Building or Leased Spaceforegoing, Tenant shall attorn covenants and agrees to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all upon demand such further instruments and/or documents that evidencing any such subordination of this Lease as may be required requested by Landlord. In the event Tenant fails to acknowledge so execute any such subordination and/or agreement to attorn, in recordable form further instrument within ten (10) business days following after demand therefor, Landlord may execute such instrument on behalf of Tenant as Tenant's attorney-in-fact (and Tenant hereby makes, constitutes and irrevocably appoints Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead to execute such instruments) and such failure shall constitute a request therefor material breach of this Lease. In the event of the foreclosure of any such lien or encumbrance, Tenant shall attorn to the then owner who owns or acquires title to the Premises or the Project and will recognize such owner as Landlord under this Lease. Tenant hereby waives any right to terminate this Lease because of any such foreclosure. Notwithstanding the foregoing, Tenant agrees that if any holder of a mortgage, deed of trust or other security instrument covering the Premises or the Project desires this Lease to be superior to the lien of such mortgage, deed of trust or security instrument, upon written notice from Landlord or such holder to Tenant indicating such desire, this Lease shall automatically become superior to such mortgage, deed of trust or security instrument and Tenant agrees to execute, promptly upon Landlord's or such holder's demand therefor, such instruments as Landlord or such holder shall reasonably require confirming the priority of this Lease, but Tenant's failure to execute such instrument shall not affect such holder's election to cause this Lease to be superior to such holder's lien.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it This Lease is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, expressly made subject and subordinate to any such mortgage, leases deed of Landlord’s property (in sale-leaseback) pursuant to which Landlord has trust, ground lease, underlying lease or shall retain the right of possession like encumbrance affecting any part 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, Property or any part thereof interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise and such holder agrees to recognize the rights of Tenant under the Lease, all advances made or so long as Tenant is not in default under this Lease beyond any applicable notice and cure period. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to be made thereunder Landlord, within ten (10) days after written request therefor by Landlord and extensions thereofin a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and if the nondisturbance agreement of the holder of any such Encumbrance. If the interest forecloses or extinguishes Landlord’s rights of Landlord in the Building Project is transferred pursuant to or Leased Spacein lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the new owner, and recognize any such holder this Lease shall continue in full force and effect as a direct lease between the successor Landlord under transferee and Tenant on the terms and conditions set forth in this Lease. The aforesaid provision shall be self-operative Landlord represents and warrants to Tenant that as of the Executed Lease Delivery Date, there is no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to Encumbrance on Landlord's interest in 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from LandlordProperty.

Subordination. Landlord represents that no Mortgages (This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter defined) currently encumber in force against the Building, Building or Project or any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease isif any, and to all of Tenant’s rights hereunder are renewals, extensions, modifications, consolidations and shall always bereplacements thereof, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 hereafter to be made thereunder and extensions thereofupon the security of such mortgages or trust deeds, and if unless the holder holders of any such interest forecloses mortgages, trust deeds or extinguishes Landlord’s rights in other encumbrances, or the Building lessors under such ground lease or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, underlying leases (as the case may be, Tenant upon written requesta “Mortgagee”), require in writing that this Lease be superior thereto. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Building or the Project or to the lien of any first mortgage or trust deed, hereafter enforced against the Building or the Project and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a commercially reasonable attornment and non-disturbance agreement executed by the Mortgagee. Without limitation on the foregoing, Landlord shall use commercially reasonable efforts to obtain an attornment and non-disturbance agreement from time to timeLandlord’s construction lender as of the Execution Date (“Existing Mortgagee”), will execute and deliver without charge and if any, in form reasonably satisfactory acceptable to Tenant, Landlord, Tenant and the Existing Mortgagee, and deliver same to Tenant within sixty (60) days after the Execution Date. If any Existing Mortgagee has not provided such an attornment and non-disturbance agreement to Tenant within said sixty (60) day period and such attornment and non-disturbance agreement has still not been provided within thirty (30) days of written notice to Landlord conspicuously stating that a termination will result hereunder if the attornment and non-disturbance agreement is not delivered by the Existing Mortgagee within said thirty (30) days, Tenant may at its option terminate this Lease by written notice to Landlord. Upon any such termination hereunder, Tenant shall immediately vacate the Premises and remove all of its property therefrom, and restore any damage to the Premises caused by such removal, and each party shall be relieved of all further obligations under this Lease. Tenant’s approval and execution of any proposed attornment and non-disturbance agreement shall not be unreasonably withheld, conditioned or delayed. Tenant covenants and agrees in the purchaser all instruments and/or documents that may be required to acknowledge event any proceedings are brought for the foreclosure of any such subordination and/or agreement mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in recordable form lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days following a of request therefor from by Landlord, execute such further commercially reasonable instruments or assurances as Landlord or its Mortgagee may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. If Tenant is given notice of the name and address of any Mortgagee, then prior to exercising its remedies under this Lease, Tenant shall give notice to such Mortgagee, specifying the default in reasonable detail, and affording such Mortgagee the right to perform on behalf of Landlord within thirty (30) days thereafter or, when more than thirty (30) days are required due to the nature of the default, such longer period as shall be reasonable under the circumstances. If such Mortgagee does perform on behalf of Landlord, the default shall be deemed cured and Tenant shall have no further remedies with respect thereto.

Subordination. Tenant agrees upon request of Landlord represents that no Mortgages (hereafter defined) currently encumber to subordinate this lease and its rights hereunder to the Buildinglien of any mortgage, deed of trust, or other encumbrances, together with any part conditions, renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against the Landlord's interest in the lease and the leasehold estate thereby created, the Premises or the land on land, building or improvements included therein or of which it is situate. Upon delivery of the Premises are a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 Buildingpart, or any part thereof and all advances made portion or to be made thereunder and extensions portions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to execute and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything deliver (but without cost to the contrary set forth above, any Mortgagee may Tenant) 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or time upon demand by Landlord such documents that as may be required to acknowledge effectuate such subordination and/or agreement subordination, and in the event that Tenant shall fail, neglect or refuse to attorn, in recordable form execute and deliver any such document within ten (10) business days following a request therefor from after receipt of written notice so to do and the receipt by Tenant of the document to be executed by it, Tenant hereby appoints Landlord, its successors and assigns, the attorney-in-fact of Tenant irrevocably to execute and deliver any and all documents for and on behalf of Tenant; provided, however, that Tenant shall not be required to effectuate such subordination, nor shall Landlord be authorized to effect such subordination on behalf of Tenant, unless the mortgagee or trustee named in such mortgage, deed of trust, or other encumbrance shall first agree in writing, for the benefit of Tenant, that so long as Tenant is not in default under any of the provisions, covenants or conditions of this lease nor any of the rights of Tenant hereunder shall be terminated or modified or be subject to termination or modification except as herein otherwise provided, nor shall Tenant's possession of the Premises be disturbed or interfered with, by any trustee's sale or by any action or proceeding to foreclose said mortgage, deed of trust or other encumbrances.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber This Lease and all rights of Tenant herein, and any and all interest or estate of Tenant in the Building, any part thereofDemised Premises, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all any portion thereof (exclusive of Tenant’s rights hereunder are and 's interest in Trade Fixtures), shall always be, be subject and subordinate to the lien of any such mortgageand all mortgages, deeds of trust, security instruments, ground or underlying leases or other documents of Landlord’s property (in sale-leaseback) pursuant to like nature, which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or at any time may hereafter be placed upon the Leased Space or the BuildingDemised Premises, or any part portion thereof, by Landlord, and to any replacements, renewals, amendments, modifications, extensions or refinancing thereof (herein individually referred to as a "MORTGAGE," and collectively herein referred to as "MORTGAGES"), and to each and every advance made under any and all advances made or to be made thereunder and extensions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Mortgages. Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may agrees 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written requesthereafter, and from time to timetime on demand of Landlord, will to promptly execute and deliver without charge to Landlord any and in form all reasonable instruments, releases or other documents which may reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required for the purpose of subjecting and subordinating this Lease to acknowledge the lien of any and all such subordination and/or agreement Mortgages, and which do not alter the terms, provisions or conditions of this Lease (hereinafter individually referred to attornas a "SUBORDINATION AGREEMENT," and hereinafter collectively referred to as "SUBORDINATION AGREEMENTS"), provided such Subordination Agreement(s) is reasonably similar in recordable scope and content to that form within ten (10) attached hereto as EXHIBIT 14.1. So long as there exists no Default, no such Subordination Agreement shall interfere with, hinder or reduce Tenant's right to quiet enjoyment under this Lease, nor the right of Tenant to continue to occupy the Demised Premises, and all portions thereof, and to conduct its business days following a request therefor from Landlordthereon, all in accordance with the covenants, conditions, provisions, terms and agreements of this Lease. Each such Subordination Agreement shall provide for the non-disturbance of Tenant's rights hereunder, provided that Tenant attorns to the holder of the Mortgage which is the subject thereof.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord, or any current or future mortgagee or holder of deed of trust with a lien on the Building or the Project or any ground lessor with respect to the Building or the Project (each, a “Holder”), this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, any part thereofthe Project, or the land on upon which it is situate. Upon delivery of a nondisturbance the Building and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder the Project are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now existsituated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be placed upon the Leased Space or executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground leases or any part thereof and all advances such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereof, and if the holder of for any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacereason, Tenant shall shall, notwithstanding any subordination, attorn to and recognize any become the tenant of the successor-in-interest to Landlord, at the option of such holder as the successor Landlord under this Leasesuccessor-in-interest to Landlord. The aforesaid provision shall be self-operative Tenant covenants and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything agrees 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenantdeliver, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordafter demand by Landlord therefor, any customary and reasonable documents necessary to evidence the priority or subordination of this Lease with respect to any such Security Instruments, and Landlord shall have the right, but not the obligation, to cause any such additional documents to be recorded in the official records of the county in which the Project is located.

Subordination. Landlord represents (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordinated Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or (ii) any Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that no Mortgages the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (hereafter definedC) currently encumber that all payments of principal of or premium and interest on the Building, any part thereofapplicable subordinated Indebtedness, or realized from the land on which it is situate. Upon delivery liquidation of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenantany property of any Loan Party, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space Subordination Provisions; provided, that (and/or i) in the Buildingevent that following the Closing Date and on or prior to the 12-month anniversary of the Closing Date, FairPoint restates, amends, supplements or otherwise modifies any of its historical financial statements (including financial statements delivered to the SEC) for any period ending on or security instruments prior to the Closing Date as a result of any matter or event which occurred or arose prior to or during the pendency of the Chapter 11 Cases (collectively called such restatement, amendment, supplement or other modification being a “MortgageFinancial Restatement”) that now exist), the fact of such Financial Restatement and its effect on financial information for any period ending on or prior to the Closing Date, in and of itself, shall not result in a Default or Event of Default for any purposes of this Agreement, 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 if the holder for purposes of any such interest forecloses or extinguishes Landlord’s rights other Loan Document and (ii) the information reflected in the Building or Leased Spaceany Financial Restatement, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 it affects any financial information for any period from and after the Closing Date, shall be taken into account for all purposes of this Agreement and the other Loan Documents. Notwithstanding the foregoing, any consideration under Section 8.01(d) as to whether the representation set forth therein, thereupon this Lease in Section 5.05(c) was incorrect or misleading in any material respect when made or deemed made shall be deemed prior without giving effect to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation clause (i) of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordpreceding proviso.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Development, or any lessor of a ground or underlying lease with respect to the Building, this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any part mortgage or deed of trust which may now exist or hereafter be executed for which the Building, the Development or any leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord reserves the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, leases at the election of Landlord’s property ('s successor in sale-leaseback) pursuant interest, Tenant agrees to attorn to and become the tenant of such successor in which Landlord has or shall retain the event Tenant's right of to possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter Premises will not 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights disturbed as long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative 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 no further instrument the obligations of Tenant hereunder in the event of any such foreclosure proceeding or document shall be necessary unless sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attainment agreement with respect to any such Mortgagee ground lease or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee underlying leases or the purchaser all instruments and/or lien of any such mortgage or deed of trust. If Tenant fails to sign and return any such documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordof receipt, Tenant will be in default hereunder.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages (hereafter defined) currently encumber or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Development, or any lessor of a ground or underlying lease with respect to the Building, this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any part mortgage or deed of trust which may now exist or hereafter be executed for which the Building, the Development or any leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord reserves the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgageground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, leases at the election of Landlord’s property ('s successor in sale-leaseback) pursuant interest, Tenant agrees to attorn to and become the tenant of such successor in which Landlord has or shall retain the event Tenant's right of to possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter Premises will not 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights disturbed as long as Tenant is not in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord default under this Lease. The aforesaid provision shall be self-operative Tenant hereby waives its right under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and no further instrument the obligations of Tenant hereunder in the event of any such foreclosure proceeding or document shall be necessary unless sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Mortgagee ground lease or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee underlying leases or the purchaser all instruments and/or lien of any such mortgage or deed of trust. If Tenant fails to sign and return any such documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordof receipt, Tenant will be in default hereunder.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber Without the Buildingnecessity of any additional document being executed by Less▇▇ ▇▇▇ the purpose of effecting a subordination, and at the election of Lessor or any part thereofmortgagee with a lien on the Project or any ground lessor with respect to the Project, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Project, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Project or Less▇▇'▇ ▇nterest or estate therein is security. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Lessee will, notwithstanding any subordination, attorn to and become the Lessee of the successor in interest to Lessor, at the option of such successor in interest. Lessee covenants and agrees to execute and deliver, upon demand by Less▇▇ ▇▇▇ in the form requested by Less▇▇ ▇▇▇ additional documents evidencing the priority or subordination of this Lease with respect to any such mortgage, ground lease or underlying leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder lien of any such interest forecloses mortgage or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaserdeed of trust. Notwithstanding anything to the contrary set forth abovein this Article 34, the subordination of Less▇▇'▇ ▇ights and interest under the Lease to any Mortgagee may at mortgage or deed of trust shall be contingent upon Less▇▇'▇ ▇aving received from any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution such mortgagee or beneficiary of any deed of trust a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and recognition agreement in form reasonably satisfactory to Tenant, Landlord, Lessee providing that Less▇▇'▇ ▇ights and interest shall not be disturbed in the Mortgagee event of any foreclosure of any such mortgage or deed of trust and confirming that Lessee shall receive all of the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordrights and services provided for under the Lease.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this This Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to at all times to: (a) all reciprocal easement agreements, and any such mortgage, ground leases of Landlord’s property (in sale-leaseback) pursuant to or underlying leases which Landlord has may now exist or shall retain the 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 executed affecting the Leased Space Premises, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the BuildingPremises, or any part thereof and all advances made ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the items referred to in clause (a) or (b) above, subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made thereunder and extensions thereoffor any reason, and if (i) no person or entity which as a result of the holder foregoing succeeds to the interest of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision , (a “Successor”) shall be self-operative and no further instrument liable for any default by Landlord or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything other matter that occurred prior to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage date the Successor succeeded to Landlord’s interest in this Lease, without and (ii) Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the Successor, at the option of the Successor. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such mortgage or deed of trust and Tenant’s consent, by execution of a written document subordinating such Mortgage failure to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge any such subordination and/or agreement to attorn, in recordable form document within ten (10) business days following a request therefor from Landlordafter such demand by Landlord shall constitute an Event of Default without further notice. Landlord shall obtain the written agreement of the mortgagee or trustee named in any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or underlying lease, that so long as an Event of Default by Tenant is not in existence, neither this Lease nor any of Tenant’s rights hereunder shall be terminated or modified, nor shall Tenant’s possession of the Premises be disturbed or interfered with, by any trustee’s sale or by an action or proceeding to foreclose said mortgage, deed of trust or other encumbrance.

Subordination. Without the necessity of any additional document being ------------- by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be subject and subordinate at all times to: (1) all ground leases or underlying leases which may now exist or hereafter definedbe executed affecting the Building or the land upon which the Building is situated or both, and (ii) currently encumber the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, any part thereofthe Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the land foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of such successor to Landlord, attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Premises so long as Tenant is not in default of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) days of a demand or request by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. It is further agreed that Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such additional documents, together with any and all Enforcement Expenses. Landlord hereby represents that as of the date on which it Landlord and Tenant execute this Lease there are no deeds of trust, mortgages or ground leases encumbering, or in force against, any portion of the Premises, the Building or the Lot other than a Deed of Trust in favor of Mid-Peninsula Bank (the "Construction Lender") which is situatecurrently encumbering and in force against the Lot. Upon delivery Within forty-five (45) days after the date on which Landlord and Tenant execute this Lease, Landlord shall use commercially reasonable efforts to cause the Construction Lender to execute, acknowledge and record in the Official Records of San Mateo County, California a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights substantially in the Building or Leased Spaceform of Exhibit E attached hereto (the "Original --------- SNDA"). Tenant hereby agrees to also execute, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute have acknowledged and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, Landlord the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form Original SNDA within ten (10) business days following after the date on which Landlord and Tenant execute this Lease, Landlord has advised Tenant that at sometime after the date on which this Lease is executed by the parties Landlord will obtain a request therefor from permanent loan which will be secured by a lien of a deed of trust against the Premises, the Building and/or the Lot. Landlord and Tenant agree that if Landlord at any time during the term of the Lease causes the Premises, the Building and/or the Lot to be encumbered by a mortgage, deed of trust or similar security instrument and the beneficiary thereof requires this Lease and Tenant's rights and interests in this Lease to be subordinated to such encumbrance or lien, Landlord will provide to Tenant a subordination, nondisturbance and attornment agreement in form reasonably acceptable to Landlord, the subject beneficiary and Tenant.

Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord represents that no Mortgages or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter definedbe executed affecting the Building or the land upon which the Building is situated or both, and (ii) currently encumber the lien of any mortgage or deed or trust which may now exist or hereafter be executed in any amount for which the Building, any part thereofthe Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenantforegoing, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to Landlord or any such mortgageground lessor, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 Buildingmortgagee, or any part thereof and all advances made beneficiary shall have the right to subordinate or cause to be made thereunder and extensions thereof, and if the holder of subordinated any such interest forecloses ground leases or extinguishes Landlord’s rights underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in the Building or Leased Spacelieu of foreclosure is made for any reason, Tenant shall shall, notwithstanding any subordination and upon the request of such successor to Landlord, attorn to and recognize any such holder as become the Tenant of the successor Landlord under in interest to Landlord, provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Premises so long as Tenant is not in default of the terms and provisions of this Lease. The aforesaid provision successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be self-operative and no further instrument (a) liable for any act or document shall be necessary unless required omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; (d) liable to Tenant for any Security Deposit not actually received by such Mortgagee or purchaser. 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 successor in interest to the extent set forth thereinany portion or all of such Security Deposit has not already been forfeited by, thereupon or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit too the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a demand or request by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease shall be deemed prior with respect to any such Mortgageground leases or underlying leases or the lien of any mortgage or deed of trust. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time Tenant's failure to time, will timely execute and deliver without charge and in form reasonably satisfactory such additional documents shall, at Landlord's option, constitute a material default hereunder. It is further agreed that Tenant shall be liable to Tenant, Landlord, the Mortgagee and shall indemnify Landlord from and against any loss , cost, damage or the purchaser expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such additional documents, together with any and all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from LandlordEnforcement Expenses.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord, or any current or future mortgagee or holder of deed of trust with a lien on the Buildings or the Project or any ground lessor with respect to the Buildings or the Project (each, a “Holder”), this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter defined) currently encumber be executed affecting the Building, any part thereofthe Project, or the land on upon which it the Buildings and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Buildings, the Project, the land upon which the Buildings and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is situatespecified as security (collectively, “Security Instruments”). Upon delivery With respect to any Security Instrument existing as of the Commencement Date, Landlord shall use commercially reasonable efforts to cause the Holder thereof to enter into a nondisturbance subornation, non-disturbance and attornment agreement which is reasonably satisfactory concurrently with the execution of this Lease. Notwithstanding the foregoing, Landlord shall have the right to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate or cause to be subordinated such ground leases or any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant liens to which Landlord has this Lease. In the event that any ground lease or shall retain the 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, underlying lease terminates for any reason or any part thereof and all advances mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereof, and if the holder of for any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacereason, Tenant shall shall, notwithstanding any subordination, attorn to and recognize any become the tenant of the successor-in-interest to ▇▇▇▇▇▇▇▇, at the option of such holder as successor-in-interest to Landlord provided that such successor-in-interest to ▇▇▇▇▇▇▇▇ agrees to not disturb the successor Landlord under tenancy of Tenant pursuant and subject to the terms and conditions of this Lease. The aforesaid provision shall be self-operative Tenant covenants and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything agrees 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenantdeliver, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordafter demand by Landlord therefor, any additional commercially reasonable documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments.

Subordination. Landlord represents that no Mortgages Without the necessity of any additional document being executed by Lessee for the purposes of effecting a subordination, and at the election of Lessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter definedbe executed affecting the Property, and (ii) currently encumber the Buildinglien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Property, ground leases or underlying leases, or Lessor's interest or estate in any of said items is specified as security. Lessor or any mortgagee or ground lessor will have the right, at its election, to subordinate or cause to be subordinated any ground lessee or underlying leases or any such liens to this Lease. If Lessor's interest in the Premises is acquired by any ground lessor or mortgagee, or in the event any proceedings are brought for the foreclosure of, or in the event of exercise of. power of sale under, any part mortgage or deed of trust made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Lessee will, notwithstanding any subordination and upon the request of such successor in interest to Lessor, attorn to and become the Lessee of the successor in interest to Lessor and recognize such successor in interest as the Lessor under this Lease, provided Lessee's interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee acknowledges that although this Paragraph is self-executing, Lessee covenants and agrees to execute and deliver, upon demand by Lessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust, provided Lessee's interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee agrees that any person or entity who acquires title to the Premises pursuant to a foreclosure of a deed of trust or mortgage, or deed in lieu thereof, or the land on termination of an underlying ground lease or master lease (a "Foreclosing Party"), even if such Foreclosing Party elects to have Lessee attom to the Foreclosing Party under this Lease, shall not be (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which it is situate. Upon delivery Lessee might have against any prior lessor, (iii) bound by prepayment of a nondisturbance and attornment agreement which is reasonably satisfactory more than one month's rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to Tenant, stating that this Lease isnot consented to in writing by the holder of the mortgage, deed of trust, ground lease or master lease or the Foreclosing Party, or (vi) liable for any obligation or liability accruing under this Lease after the Foreclosing Party assigns its interest under this Lease to a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the foregoing provisions, and all other provisions of Tenant’s this Lease which are for the benefit of a Foreclosing Party, which rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession survive a foreclosure of the Leased Space (and/or the Building) deed of trust 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 if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordmortgage.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery The rights of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that Tenant under this Lease is, shall be and all of Tenant’s rights hereunder are and shall always be, subject and subordinate at all times to any such mortgageall ground leases, leases of Landlord’s property (and/or underlying leases, if any, now or hereafter in sale-leaseback) pursuant force against the Property, and to which Landlord has each and every mortgage that may now or shall retain the 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 by Landlord on its interest in the Leased Space or the BuildingProperty, or any part thereof and to all advances made or to be made thereunder modifications, consolidations, replacements and extensions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be This Article is self-operative and no further instrument or document of subordination shall be necessary unless required. In confirmation of such subordination Tenant shall promptly execute such further instruments as may be reasonably requested by Landlord. In the event of the enforcement by such mortgagee or lessor of the remedies provided for by the mortgage or lease, if such mortgagee or lessor or any successors or assigns of such mortgagee or lessor shall succeed to the interest of Landlord under this Lease, whether through possessory or foreclosure action or a deed in lieu of foreclosure or otherwise, and this Lease shall not be terminated or affected by such foreclosure or any such proceedings, Tenant, at the election of such mortgagee or lessor or its successors or assigns, shall attorn to and recognize such mortgagee or lessor (or its successors or assigns) as its landlord upon the terms contained in this Lease to the same extent and in the same manner as if this Lease was a direct lease between such mortgagee or lessor (or its successors or assigns) and Tenant, except that such mortgagee or lessor (or its successors or assigns), whether or not it shall have succeeded to the interest of Landlord under this Lease, shall not (i) have any liability for refusal or failure to perform or complete any work required to be performed by Landlord under this Lease to prepare the Premises for occupancy in accordance with the provisions of this Lease or otherwise (other than Landlord’s Work), (ii) be liable for any act, omission or default of any prior landlord under this Lease except for a default continuing after any such succession, (iii) be subject to any offsets, claims or defenses which shall have theretofore accrued to Tenant against any prior landlord under this Lease, (iv) be bound by any rent or additional rent which Tenant might have paid to any prior landlord for more than one (1) month in advance, (v) be liable for the return of any security deposit unless such Mortgagee security shall actually be received by such superior mortgagee or purchaser. Notwithstanding anything to the contrary set forth abovesuperior lessor (or its successor or assigns) and/or (vi) be bound by any cancellation, any Mortgagee may at any time subordinate its Mortgage to abridgement, surrender, modification or amendment of this Lease, without Tenant’s consentthe prior written consent of such mortgagee or lessor (or its successors or assigns), by execution of a written document subordinating such Mortgage to this Lease to unless the extent set forth therein, thereupon this Lease same shall be deemed prior to expressly provided in this Lease. Upon request by such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may beparty, Tenant upon written request, and from time to time, will shall execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee an instrument or the purchaser all instruments and/or documents that may be required to acknowledge confirming such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlordattornment.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it 25.01. This Lease is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, be subject and subordinate to any all ground or underlying leases which may now or hereafter affect the Land or the Building and to all mortgages which may now or hereafter affect such mortgageleases, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 Land or the Building, or any part thereof and to all advances made or to be made thereunder renewals, refinancings, modifications, replacements and extensions thereof, and if the holder of any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Leasethereof (hereinafter called "Superior Instruments"). The aforesaid provision provisions of this Section 25.01 shall be self-operative and no further instrument or document of subordination shall be necessary unless required by required. In confirmation of such subordination, Tenant shall promptly execute and deliver at its own cost and expense any instrument, in recordable form if required, that Landlord, the holder of any Superior Instrument or any of their respective successors in interest may request to evidence such subordination, and Tenant hereby constitutes and appoints Landlord or its successors in interest to be Tenant's attorney-in-fact, irrevocably and coupled with an interest, to execute and deliver any such Mortgagee or purchaserinstrument for and on behalf Tenant. 25.02. Notwithstanding anything to In the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution event of a written document subordinating such Mortgage to termination of any ground or underlying lease, or if the interests of Landlord under this Lease to are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any mortgage, or if the extent set forth thereinholder of any mortgage acquires a lease in substitution therefor, thereupon then Tenant under this Lease shall will, at the option to be deemed prior to exercised in writing by the holder of any such Mortgage. Should Landlord Superior Instrument or any Mortgagee purchaser, assignee or purchaser desire confirmation of either such subordination or such attornmentlessee, as the case may be, Tenant either (i) attorn to it and will perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if it were the landlord originally named in this Lease, or (ii) enter into a new lease with it for the remaining term of this Lease and otherwise on the same terms and conditions and with the same options, if any, then remaining. The foregoing provisions of clause (i) of this Section 25.02 shall enure to the benefit of such holder of a Superior Instrument, purchaser, assignee or lessee, shall be self-operative upon written requestthe exercise of such option, and no further instrument shall be required to give effect to such option, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such holder of a Superior Instrument, purchaser, assignee or lessee agrees to execute, from time to time, will instruments in confirmation of the foregoing provisions of this Section 25.02, satisfactory to any such holder of a Superior Instrument, purchaser, assignee or lessee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Tenant hereby constitutes and appoints Landlord or its successors in interest to be the Tenant's attorney-in-fact, irrevocably and coupled with an interest, to execute and deliver such instrument of attornment, or such new lease, if the Tenant refuses or fails to do so promptly upon request. 25.03. Anything herein contained to the contrary notwithstanding, under no circumstances shall any such holder of a Superior Instrument, purchaser, assignee or lessee, as the case may be, whether or not it shall have succeeded to the interests of the landlord under this Lease, be (a) liable for any act, omission or default of any prior landlord; or (b) subject to any offsets, claims or defenses which the Tenant might have against any prior landlord; or (c) bound by any rent or additional rent which Tenant might have paid to any prior landlord for more than one month in advance or for more than three months in advance where such rent payments are payable at intervals of more than one month; or (d) bound by any modification, amendment or abridgment of the Lease, or any cancellation or surrender of the same, made without charge its prior written approval. 25.04. If, in connection with the financing of the Building, the holder of any mortgage shall request reasonable modifications in this Lease as a condition of approval thereof, Tenant will not unreasonably withhold, delay or defer making such modifications provided the same do not (i) increase the fixed annual rent or additional rents payable by Tenant, (ii) reduce the term hereof or (iii) extend the term hereof except as otherwise provided in Section 2.06. 25.05. If Landlord shall turn over to the holder of a Superior Instrument the Security Deposit deposited by Tenant with Landlord pursuant to Article 41 hereof, then notwithstanding anything to the contrary contained herein, such holder shall hold same subject to and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser accordance with all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from LandlordLegal Requirements.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber 1.1 Except as expressly set forth herein, the Building, any part thereof, or Junior Lender hereby subordinates the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease isindebtedness evidenced by the Junior Debt Instruments, and any and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to other indebtedness now or at any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has time or shall retain times hereafter owing by the 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 BuildingObligors, or any part successor or assign of the Obligors, including without limitation, a receiver, trustee or debtor-in-possession (the term “Obligors” as used hereinafter shall include any such successor or assign) to the Junior Lender, whether such indebtedness is absolute or contingent, direct or indirect and howsoever evidenced, including without limitation, all interest thereon, including pre-petition and post-petition interest, fees and expenses and any other charges, and any refinancings thereof (collectively, the “Junior Debt”) to any and all advances made indebtedness now or at any time hereafter owing by the Obligors to the Senior Lender, whether absolute or contingent, direct or indirect and howsoever evidenced, including, but not limited to, all pre-petition and post-petition interest thereon, fees, expenses and all other demands, claims, liabilities or causes of action for which the Obligors may now or at any time or times hereafter in any way be made thereunder and extensions thereofliable to the Senior Lender, and if the holder of whether under any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spaceagreement, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required executed and delivered or made by the Obligors to the Senior Lender or otherwise, including any such Mortgagee refinancings thereof, including, without limitation, the Obligations (as defined in that certain Loan and Security Agreement (Main Street Priority Loan Facility), dated as of December 8, 2020 (as amended, restated, amended and restated, supplemented or purchaserotherwise modified from time to time (the “Senior Loan Agreement”)) and any other obligation, whether contingent or otherwise, owed by the Obligors from time to time to the Senior Lender under the Loan Documents (as defined in the Senior Loan Agreement) (collectively, the “Senior Debt”). 1.2 The Junior Lender hereby subordinates all security interests, liens, encumbrances, guaranties and claims, whether now existing or hereafter arising, which in any way secure the payment of the Junior Debt (excluding the Junior Lender’s Priority Collateral (as defined below), the “Junior Lender’s Subordinated Collateral”) to all security interests, liens, encumbrances, guaranties and claims, whether now existing or hereafter arising, which in any way secure the payment of the Senior Debt, (the “Senior Lender’s Collateral”). Notwithstanding anything in this Section 1.2 to the contrary contrary, the Senior Lender agrees that the Junior Lender’s security interest, lien, encumbrance and claim to (a) the Issuer’s and the US Guarantor’s rights to receive any and all payments, proceeds or distributions of any kind (without set-off, deduction or withholding of any kind) from the United States Internal Revenue Service (the “IRS”) in respect of the employee retention credits claimed by the Issuer and the US Guarantor on account of qualified wages paid by the Issuer and identified as a “Claim for Refund” under Form 941-X Adjusted Employer’s Quarterly Federal Tax Return or Claim for Refund for the first and second quarter of 2021, filed with the IRS on or about September 19, 2023 in the aggregate amount of $1,619,206 as set forth abovein line item 27 of Part 3 thereof (the “ERTC Claim”) and (b) all moneys received by the Issuer from the IRS in satisfaction of the ERTC Claim (together with any proceeds received in connection with the foregoing, the “ERTC Claim Proceeds” and, together with the ERTC Claim, the “Junior Lender’s Priority Collateral”) has priority over any Mortgagee may at any time subordinate present or future security interest of Senior Lender in the Junior Lender’s Priority Collateral. The Senior Lender hereby (x) subordinates solely its Mortgage to this Leasesecurity interest, without Tenantlien, encumbrance, and claim, whether now existing or hereafter arising, in the Junior Lender’s consent, by execution of a written document subordinating such Mortgage to this Lease Priority Collateral to the extent set forth thereinJunior Creditor’s security interest, thereupon this Lease lien, encumbrance and claim, whether now existing or hereafter arising, over the Junior Lender’s Priority Collateral and (y) acknowledges and agrees that the term “Junior Lender’s Subordinated Collateral” shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as not include the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord.Junior Lender’s

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber 30.1 Without the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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 if the holder necessity of any such interest forecloses or extinguishes Landlord’s rights in additional document being executed by Tenant for the Building or Leased Spacepurpose of effecting a subordination, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. 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 set forth therein, thereupon this Lease shall be deemed prior subject and subordinate at all times to: (i) all ground or underlying losses which may now exist or hereafter be executed affecting the Premises, and (ii) the lien of any first mortgage or first deed of trust which may now exist or hereafter be executed in any amount for which the Premises, such ground or underlying leases, or Landlord's interest or estate in any of them, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such Mortgage. Should Landlord ground or underlying leases or any Mortgagee such liens to this Lease. If any ground or purchaser desire confirmation of either such subordination or such attornment, as the case may beunderlying lease terminates for any reason, Tenant shall, notwithstanding any subordination, attorn to and become tenant of the successor in interest to Landlord at the option of such successor in Interest. Tenant covenants and agrees to execute and deliver, upon written requestdemand by Landlord and in the form requested by Landlord, any documents evidencing the priority or subordination of this Lease with respect to any such ground or underlying leases or the lien of any such first mortgage, or first deed of trust, and specifically to execute. Acknowledge and deliver to Landlord from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form time within ten (10) business days following after written request to do so a request therefor from subordination of lease, or a subordination of deed of trust, in substantially the form set forth in EXHIBIT D or EXHIBIT D-1, respectively, attached hereto, or such other form as may be customarily required by any Mortgagee of Landlord, and failure of Tenant to do so shall be a material default hereunder. Tenant hereby irrevocably appoints Landlord as Its attorney-in-fact to execute, deliver and record any such documents in the name and an behalf of Tenant if Tenant falls to comply with the foregoing.

Subordination. (a) Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (i) the Encumbrances and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both; (ii) any CC&R’s, currently in effect or that Landlord represents may enter into in the future, that no Mortgages affect the Building or the Common Areas; and (iii) the lien of any mortgage or deed of trust which may now exist or hereafter defined) currently encumber be executed in any amount for which the Building, any part thereofland, ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security. Notwithstanding the land on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory foregoing, Landlord shall have the right to Tenantsubordinate or, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate cause to be subordinated any such mortgage, ground leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the 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, underlying leases or any part thereof and all advances such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made or to be made thereunder and extensions thereof, and if the holder of for any such interest forecloses or extinguishes Landlord’s rights in the Building or Leased Spacereason, Tenant shall shall, notwithstanding any subordination, attorn to and recognize any such holder as become the Tenant of the successor in interest to Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any at the option of such Mortgagee or purchasersuccessor in interest. Notwithstanding anything to the contrary set forth abovecontained herein.(but subject to subparagraph 15(b) below), this Lease shall not be subject or subordinate to any ground or underlying lease or to any lien, mortgage, deed of trust or other security interest affecting the Premises, unless the ground lessor, lender or other holder of the interest to which this lease would be subordinated executes a reasonable recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form requested by Landlord and reasonably acceptable to Tenant, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution customary additional documents evidencing the priority or subordination of a written document subordinating such Mortgage to this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant shall execute, deliver and record any such documents within twenty (20) days after Landlord’s written request. (b) Notwithstanding the provisions of subparagraph 15(a) above to the extent set forth thereincontrary, thereupon specifically with regard to the Ground Lease (as defined in Exhibit “E”), this Lease shall be deemed prior subject to such Mortgage. Should and subordinate to the terms, covenants and conditions of the Ground Lease and the rights of the Lessor (as defined in the Ground Lease), without the requirement that the Lessor enter into a separate recognition and non- disturbance agreement as contemplated by subparagraph 15(a), provided that Landlord and Tenant agree to the following conditions as required by Article 25 of the Ground Lease: (1) Upon any termination or surrender of the Ground Lease, this Lease shall continue in full force and effect and the Tenant (defined as “sublessee” in the Ground Lease) shall attorn to, or, at the option of Lessor (as defined in the Ground Lease), enter into a direct lease on identical terms (i.e. the terms of this Lease) with, Lessor; (2) Lessor shall not be bound by any Mortgagee or purchaser desire confirmation prepayment of either such subordination or such attornment, rent hereunder; and (3) Tenant and Landlord agree that this Lease is an arm’s length transaction between Landlord (defined as “Lessee” in the case may be, Ground Lease) and Tenant upon written request(defined as “the subtenant” in the Ground Lease), and from time to time, will execute and deliver without charge and that Tenant is not an Affiliate (as defined in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10Ground Lease) business days following a request therefor from of Landlord.

Subordination. Landlord represents that no Mortgages (hereafter defined) currently encumber the Building, any part thereof, or the land on which it is situate. Upon delivery of a nondisturbance This License Agreement and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, License and all of Tenant’s ---------- ------------- Licensee's rights hereunder are and shall always beremain, subject and subordinate in all respects to any all ground or underlying leases now or hereafter in effect and to all mortgages which may now or hereafter affect such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now existBuilding and/or the plot of land upon which it stands, or may hereafter be placed upon the Leased Space or the Building, or any part thereof and to all advances made or hereafter to be made thereunder under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions thereofof, and substitutions for, such leases and mortgages. For the purposes hereof the word "mortgage" and the words "ground or underlying lease" as used herein shall be deemed to mean and include: (i) all existing ground or underlying leases and mortgages, and all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, said mortgages, and (ii) one or more new such underlying or ground leases or mortgages given to or made or assigned to one or more savings banks, commercial banks, trust companies, insurance companies, universities, pension funds, or similar first mortgage lending institutions (referred to, collectively, as "Institutional Lenders") and, if there shall be more than one --------------------- such mortgage, all of such mortgages which shall be consolidated or correlated in a single instrument setting forth the manner of payment of the total indebtedness secured thereby, it being intended that such mortgage or mortgages as so consolidated or correlated, shall be of the character commonly known as "first mortgage", and (iii) any other such ground or underlying lease or mortgage or mortgages whether or not of the character commonly known as "first mortgage" held by a person or entity which is not an Institutional Lender provided that any such other ground or underlying lease or other mortgage shall contain a provision, or the holder thereof shall deliver an agreement to Licensee, in either case to the effect that any steps or proceedings taken by reason of default in any such underlying lease or mortgage shall not cut off this License Agreement, nor shall Licensee's possession be disturbed by virtue of such steps or proceedings, so long as there shall be no default by Licensee under any of the terms, covenants or conditions of this License Agreement however, Licensee agrees that Licensee shall have no right of set-off or other claim against the holder of any such interest forecloses underlying lease or extinguishes Landlord’s rights in the Building or Leased Space, Tenant shall attorn to and recognize any mortgage (if such holder as the successor Landlord should become Licensee's "licensor" under this Lease. The aforesaid provision shall be self-operative and no further instrument License Agreement), based upon any act of Licensor or document shall be necessary unless required by any such Mortgagee other circumstance or purchaser. Notwithstanding anything act occurring prior to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to date when such holder shall become Licensee's licensor under this Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days following a request therefor from LandlordLicense Agreement.