Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease is expressly made subject and subordinate Prior to any mortgagethe Commencement Date, Landlord shall provide Tenant with reasonable nondisturbance agreements pursuant to which each existing holder of a mortgage or deed of trusttrust or lessor under a ground lease shall agree that Tenant shall not be disturbed in the event of sale, ground lease, underlying lease foreclosure or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which other actions so long as Tenant is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, not in default hereunder. Tenant covenants and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shallagrees that, within ten (10) business days after from Landlord’s written request, it will execute and deliver to without further consideration instruments reasonably requested by Landlord a document evidencing the subordination of or Landlord's mortgagee subordinating this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name manner requested by Landlord to all ground or underlying leases and to the lien of Tenant if Tenant fails to do so within such time. If any mortgage or any deed of trust or other encumbrance which may now or hereafter affect the interest of Landlord in the Real Property Premises or the Building is transferred to Project, or any person (“Purchaser”) pursuant to portion thereof, together with all renewals, modifications, consolidations, replacements or in lieu of foreclosure extensions thereof; provided that any lienor or other proceedings for enforcement of any Superior Interest, encumbrancer relying on such subordination or such additional agreements will covenant with Tenant shall immediately attorn to the Purchaser, and that this Lease shall continue remain in full force and effect as a direct lease between the Purchaser effect, and Tenant on shall not be disturbed in the terms event of sale, foreclosure or other actions so long as Tenant is not in default hereunder. Tenant agrees to attorn to the successor in interest of Landlord following any transfer of such interest either voluntarily or by operation of law and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to recognize such successor as Landlord under this Lease. Upon Purchaser’s requestHowever, including if Landlord or any such request made by reason of the termination of ground lessor or mortgagee so elects, this Lease as a result shall be deemed prior in lien to any ground lease, mortgage, deed of such foreclosure trust or other proceedingsencumbrance upon or including the Premises regardless of date of recording, and Tenant shall enter will execute a statement in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior writing to such Superior Interest.effect at Landlord's request

Subordination and Attornment. 30.1 This Lease is expressly made subject and Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of as the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement case may be and Tenant’s failure to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after written demand shall, if Landlord so elects, constitute an Event of Default if such failure continues more than three (3) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination delivery of this Lease to a particular Superior Interestwritten notice thereof. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact attorns to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale through foreclosure or other proceedingsotherwise. Landlord agrees to deliver to Tenant from any future mortgagee or beneficiary a written subordination and non-disturbance agreement in recordable form on the mortgagee’s or beneficiary’s then standard form providing that so long as Tenant performs all of the terms of this Lease, Tenant’s possession under this Lease shall not be disturbed, this Lease will continue and Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, not be joined by the holder of any Superior Interest may at mortgage or deed of trust in any time (including as part of foreclosure action or other proceedings proceeding to foreclose thereunder, except where such is necessary for enforcement of jurisdictional or procedural reasons. Landlord agrees to use commercially reasonable efforts to obtain a written subordination and non-disturbance agreement from such Superior Interest), upon written notice mortgagee or beneficiary in a form reasonably acceptable to Tenant; provided that Tenant shall pay all costs incurred by Landlord in obtaining that subordination and non-disturbance agreement. “Commercially reasonable efforts” of Landlord shall not require Landlord to incur any cost, elect expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by such mortgagee or beneficiary. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant in a form reasonably acceptable to Tenant shall have this Lease no effect on the rights, obligations and liabilities of Landlord and Tenant or be prior and superior considered to such Superior Interestbe a default by Landlord hereunder.

Subordination and Attornment. This Upon Landlord’s request, during the term of this Lease, Tenant shall execute a subordination agreement in recordable form wherein Tenant shall agree that this Lease is expressly made subject and shall be subordinate to the lien of any mortgage, deed of trust, ground lease, underlying lease mortgages in any amount or like encumbrance affecting amounts on all or any part of the Real Property land or buildings comprising the Premises, or on or against Landlord’s interest or estate therein; provided that such subordination agreement shall recite that the subordination of Tenant’s interests pursuant thereto are subject to the agreement by the mortgagee named in any interest such mortgage to recognize the Lease of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any Tenant in the event of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity foreclosure of any such mortgage if Tenant is not in default under the Lease. Tenant covenants and agrees to execute and deliver upon demand such further documentation instruments evidencing such subordination. Notwithstanding subordination of this Lease to the foregoing, Tenant shall, lien of any such mortgage as may be required by the Landlord within ten (10) days after Landlord’s requestof demand therefor. Notwithstanding anything hereinabove contained, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, event the holder of any Superior Interest may such mortgage shall at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease constitute a prior or superior lien to its mortgage, then and in such event upon any such mortgage holder notifying Tenant to that effect, this Lease shall be deemed prior and superior in lien to such Superior Interestmortgage irrespective of whether this Lease is dated prior to or subsequent to the date of such mortgage or lease. If Landlord enters into one or more mortgages and Tenant is advised in writing of the name and address of the mortgagee under such mortgage, then this Lease shall not be terminated or canceled on account of any default by the Landlord in the performance of any of the terms, covenants or conditions hereof on its part contained, until Tenant shall have given written notice of such default to such mortgagee, specifying the default, in which event such mortgagee shall have the right to cure Landlord’s default as otherwise provided herein and which cure shall be accepted by Tenant. Tenant shall, in the event any proceedings are brought for the foreclosure of or in the event of sale under any mortgage made by the Landlord covering the Premises, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease.

Subordination and Attornment. (a) This Lease is expressly made and all rights of Tenant hereunder are, and shall be, subject and subordinate to any mortgageall present and future ground leases and mortgages, deed of trustincluding all amendments, ground leasemodifications, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedsupplements, any present or future modificationrenewals, amendment or supplement to any of the foregoingsubstitutions, refinancings and to any advances made thereunder extensions thereto (any of the foregoing being each, respectively, a “Superior InterestLease” or “Superior Mortgage”), on or affecting the land on which the Building stands (“Land”) without and the necessity Building or any portion thereof. The provisions of any this Article shall be self-operative and no further documentation evidencing such subordinationinstrument of subordination shall be required. Notwithstanding the foregoing, Tenant shallshall promptly execute and deliver, within ten at its own expense, any instrument, in recordable form, if requested, that Landlord, the lessor under a Superior Lease (10a “Superior Lessor”) days after Landlordor the holder of a Superior Mortgage (a “Superior Mortgagee”) may reasonably request at any time and from time to time to evidence such subordination; Tenant’s request, failure to so execute and deliver to Landlord a document evidencing such instrument shall in no way affect the self-operative subordination provisions of this Section 74(a). The Superior Mortgagee may elect that this Lease shall be deemed to a particular have priority over such Superior InterestMortgage, whether this Lease is dated prior to, or subsequent to, the date of such Superior Mortgage. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument If, in connection with obtaining, continuing or renewing of financing for which the name of Tenant if Tenant fails to do so within such time. If Building, Land or the interest of Landlord the lessee under the Superior Lease represents collateral, in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to whole or in lieu of foreclosure or other proceedings for enforcement of any part, the Superior Interest, Tenant Mortgagee shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination reasonable modifications of this Lease as a result condition of such foreclosure or other proceedingsfinancing, Tenant shall enter execute said modification provided that such modifications do not materially and adversely increase the obligations of Tenant hereunder, diminish the rights of Tenant hereunder, or cause a change in to a new lease with Purchaser on the terms and conditions of this Lease applicable Tenant’s financial obligations hereunder. Notwithstanding anything to the remainder of the term hereof. Notwithstanding the subordination of this Lease contrary contained herein, Landlord agrees to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice use commercially reasonable efforts to deliver to Tenant, elect to have this Lease be prior at Tenant’s sole cost and superior to expense, a Subordination, Nondisturbance and Attornment Agreement (“SNDA”) executed by any Superior Mortgagee on such Superior InterestMortgagee’s standard form (the current Superior Mortgagee’s standard form of SNDA, which shall be subject to Tenant’s commercially reasonable comments, is annexed hereto as Exhibit D); Landlord requesting a SNDA from a Superior Mortgagee shall be deemed commercially reasonable efforts. Landlord’s failure to so deliver a SNDA to Tenant shall in no way affect the self-operative subordination provisions of this Lease.

Subordination and Attornment. (a) This Lease is expressly made subject and all rights of Tenant hereunder shall be subordinate to all ground leases and underlying leases (collectively referred to as the "Ground Leases" and individually as a "Ground Lease") which may now or hereafter affect the Building or Land and to all mortgages and deeds of trust (collectively referred to as the "Mortgages" and each individually as a "Mortgage") which may now or hereafter affect the Building or Land, whether or not the Ground Leases or Mortgages shall also cover other lands, buildings, or leases, to all amendments, renewals, modifications, replacements and extensions of such Ground Leases and Mortgages and to spreaders and consolidations of such Mortgages. This section shall be self-operative and no further instruments of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any mortgageinstrument that Landlord, deed the lessor under any Ground Lease or the holder of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property Mortgage or any of their respective assigns or successors in interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding the foregoing; and if Tenant fails to execute, Tenant shallacknowledge, or deliver any such instruments within ten (10) days after Landlord’s requestrequest therefor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact fact, coupled with an interest, to execute and deliver any such instrument for and on behalf of Tenant. Any Ground Lease to which this Lease is subject and subordinate is hereinafter called "Superior Lease" and the lessor under a Superior Lease or its assigns or successors in interest is hereinafter called "Superior Lessor." Any Mortgage to which this Lease is subject and subordinate is hereinafter called "Superior Mortgage" and the name holder of Tenant if Tenant fails a Superior Mortgage is hereinafter called "Superior Mortgagee". If a Superior Lessor or Superior Mortgagee requires that any instrument or instruments of subordination be executed by Tenant, Tenant's failure to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ten (“Purchaser”10) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant days after request therefor shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as be deemed a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to default under this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Tenant agrees that it shall, promptly upon the request of Landlord at any time or times during the term of this Lease, execute and deliver such documents and other instruments as Landlord may reasonably require to cause this Lease is expressly made to be and become subject and subordinate to any mortgage, mortgage or deed of trust, ground leaseand any renewal, underlying lease extension, replacement or like encumbrance affecting any part modification thereof, covering the real property on which the Building is located, provided that such mortgage or deed of trust shall contain provisions to the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of effect that so long as Tenant shall not be in default in the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity performance of any further documentation evidencing such subordination. Notwithstanding obligations to be performed by Tenant hereunder, the foregoingmortgagee, Tenant shalltrustee or beneficiary, within ten (10) days after Landlord’s requestas the case may be, execute and deliver to Landlord a document evidencing the subordination of shall not terminate this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If or the interest of Landlord Tenant in the Real Property Premises through foreclosure of such mortgage or deed of trust, and shall not disturb the possession and use of the Premises by Tenant. Tenant agrees that in the event of the enforcement, by judicial foreclosure, exercise of the power of sale, or otherwise, of any mortgage or deed of trust covering the real property on which the Building is transferred to any person (“Purchaser”) pursuant to located by the mortgagee, trustee or in lieu of foreclosure beneficiary thereunder or other proceedings for enforcement of any Superior Interestthereof, as the case may be, Tenant shall immediately attorn automatically become the lessee of any successor in interest in title to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease said real property as a result of such foreclosure or other proceedingsenforcement, without change in the terms of this Lease. Tenant further agrees that upon request of any such successor in interest, Tenant shall enter in to a new lease with Purchaser on the terms will execute and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior deliver to such Superior Interestsuccessor in interest an instrument or instruments confirming such attornment.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingall Superior Leases and Mortgages, and Tenant will attorn to any advances made thereunder (any of the foregoing being each person or entity that succeeds to Landlord’s interest under this Lease. This Section is self-operative as to Superior Leases and Mortgages and Landlord’s Mortgagees existing when this Lease is executed, but if requested to confirm a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingsubordination and/or attornment, Tenant shall, will execute subordination and attornment agreements furnished by the then-current Landlord’s Mortgagees within ten fifteen (1015) days after Landlord’s request, execute . The landlord agrees to use commercially reasonable efforts to obtain the execution and deliver delivery to Landlord a document evidencing Tenant of recordable agreements by the subordination holders of all Superior Leases and Mortgages covering the Premises which are of record prior to the execution and delivery of this Lease and by anyone having any interest in the leased premises which is superior to a particular Superior Interest. Tenant hereby irrevocably appoints the interest or title of Landlord as or which might at any time adversely affect Tenant’s attorney-in-fact possession or right to execute and deliver any such instrument in possession of the name Premises under the terms of Tenant if Tenant fails to do this Lease, which agreements shall provide that, so within such time. If long as the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to not be in terminable default under the PurchaserLease, and this Lease will not be affected and Tenant’s possession hereunder will not be disturbed by any default in or foreclosure of such mortgage and Tenant shall continue in full force peaceably to hold and effect as a direct lease between enjoy the Purchaser and Tenant on Premises for the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason remainder of the termination of this Lease as a result of such foreclosure or other proceedingslease term (and any extension thereof) upon all the same terms, Tenant shall enter in to a new lease with Purchaser on the terms covenants and conditions of this Lease, however, the failure to provide one will not constitute a default by the Landlord. The Landlord will use commercially reasonable efforts to obtain a similar agreement from subsequent mortgagees; however, the failure to provide one will not constitute a default by the Landlord. At the request of those Landlord’s Mortgagees, Tenant will execute the Mortgagee’s standard form subordination, non-disturbance and attornment agreements to provide for the foregoing. However, if a Landlord’s Mortgagee elects in writing, this Lease applicable will be superior to the remainder Superior Leases and Mortgages specified, regardless of the term hereof. Notwithstanding the subordination date of recording, and Tenant will execute an agreement confirming this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestelection on request.

Subordination and Attornment. This Tenant agrees that this Lease is expressly made shall be subject and subordinate to all security deeds ("Mortgages") now or hereafter encumbering all or any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part portion of the Real Property Premises, provided that Tenant receives an agreement from the holder of any such Mortgage providing that this Lease and Tenant's rights hereunder shall not be divested or in any interest way affected by any foreclosure or other default proceedings thereunder so long as there exists no Event of Default under the terms of this Lease. Tenant shall at any time hereafter, on demand of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity holder of any further documentation Mortgage, execute any instruments which may reasonably be required by such party for the purpose of evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interestthe lien or security interest of such party. Tenant hereby irrevocably appoints shall, upon demand, at any time or times, execute, acknowledge and deliver to Landlord or the holder of any Mortgage, without expense, any and all documents, in form and substance reasonably acceptable to Tenant, that may be necessary to make this Lease superior to the lien of the Mortgage. If the holder of any Mortgage shall hereafter succeed to the rights of Landlord under this Lease, Tenant shall, at such holder's request, attorn to and recognize such successor as Tenant’s attorney-in-fact to execute 's landlord under this Lease. Tenant shall promptly execute, acknowledge and deliver any instrument that may be necessary to evidence such instrument in the name of Tenant if Tenant fails to do so within attornment. Upon such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interestattornment, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser each successor Landlord and Tenant on the terms and conditions set forth hereinTenant, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason all of the termination of this Lease as a result of such foreclosure or other proceedingsterms, Tenant shall enter in to a new lease with Purchaser on the terms covenants and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLease.

Subordination and Attornment. This Lease is expressly made and all of Tenant’s rights hereunder are, and shall at all times be, automatically subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part other arrangement or right to possession under which Landlord is in control of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedDemised Premises, any present or future modification, amendment or supplement to any the rights of the foregoingowner of the Tract, to all rights of Landlord’s landlord or other party through or by whom Landlord’s interest is derived, and to the lien, terms and conditions of all Mortgages that now exist or that may hereafter affect or be placed upon the Demised Premises, the Building, the Tract or any part thereof or interest therein (including, without limitation, any leasehold interest of Landlord, if Landlord shall now or at any time hereafter hold its interest in the Tract as lessee under any lease) and to all advances made thereunder (upon the security of any of the foregoing being a “Superior Interest”) such instrument or lien and to any interest accruing thereon, without the necessity of any further documentation evidencing instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may Mortgage (herein referred to as a “Mortgagee”) or if the purchaser at any foreclosure sale or under a power of sale contained in any Mortgage shall, at its sole option, so request, Tenant will attorn to and recognize such Mortgagee or purchaser as Landlord under this Lease for the remaining balance of the term of this Lease, and subject to all the covenants and provisions contained herein. Tenant shall, from time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest)to time, upon written notice to Tenantrequest, elect to have this Lease execute, acknowledge and deliver, without charge, such further instruments of subordination and attornment as may be prior and superior to such Superior Interestrequested.

Subordination and Attornment. 29.1 This Lease is expressly made subject and Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of as the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingcase may be, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails by failing to do so within five (5) days after written demand, Landlord and such timeholder of a mortgage may rely upon such documents as prepared and delivered to Tenant and such documents shall be fully binding on Tenant. If the interest of Landlord in the Real Property or the Building is transferred Tenant hereby attorns to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale through foreclosure or other proceedingsotherwise. Upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord’s then current mortgagee on such mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall enter in be responsible for any fee or review costs charged by such mortgagee. Landlord’s failure to obtain a new lease with Purchaser non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the terms rights, obligations and conditions liabilities of this Lease applicable Landlord and Tenant or be considered to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesta default by Landlord hereunder.

Subordination and Attornment. This (a) Tenant agrees that this Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or underlying lease which may now or hereafter be in effect regarding the Project or any component thereof, to any mortgage now or hereafter encumbering the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the security of such ground or underlying lease or mortgage, deed to all amendments, modifications, renewals, consolidations, extensions, and restatements of trustsuch ground or underlying lease or mortgage, and to any replacements and substitutions for such mortgage; provided, however, that as a condition to Tenant subordinating to any such mortgage or ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, shall obtain and deliver to Tenant from any present or future modificationmortgagee, amendment trustee, fee owner, prime lessor or supplement any person having an interest in the Premises superior to this Lease (a "Superior Interest") a commercially reasonable written subordination and non-disturbance agreement in recordable form, as specified in Article 27(b) below, which does not amend the terms of this Lease. Landlord shall, simultaneously with the placing of any mortgage on the Building, the Land, or the Project, provide Tenant with a fully executed subordination and non-disturbance agreement in recordable form and otherwise reasonably satisfactory to Tenant from all parties holding a Superior Interests in the Property. Landlord represents and warrants that, as of the foregoingdate hereof, and to any advances made thereunder (any of the foregoing being a “there is no Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject Interest with respect to this Lease. Upon Purchaser’s request, including request of any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedingsparty in interest, Tenant shall enter execute promptly (but in any event within twenty (20) days of request therefor) such instrument or certificates as may be reasonably required to a new lease with Purchaser on carry out the terms and conditions intent hereof, whether said requirement is that of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth aboveLandlord or any other party in interest, the holder of including, without limitation, any Superior Interest may at any time (including as part of foreclosure ground lessor or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestmortgagee.

Subordination and Attornment. This Lessee agrees that this Lease is expressly made subject and now and, absent an election pursuant to the subsequent paragraph, forever shall be subordinate to any mortgage, deed of trustto secure debt, ground lease, underlying lease or like encumbrance affecting any part deed of the Real Property trust or any interest of Landlord therein which is other hypothecation for security now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any placed by Lessor upon the real property of which the foregoingPremises are a part, and to any and all advances made thereunder (or to be made thereunder, and to the interest thereon and all renewals, replacements, modifications and extensions thereof. If any of the foregoing being a “Superior Interest”) without the necessity holder of any further documentation evidencing such subordinationmortgage, deed to secure debt, ground lease, deed of trust or any other hypothecation for security elects, by written notice to Lessee, to have this Lease superior to its interest, then this Lease shall be deemed superior to such interest, whether this Lease is dated or recorded prior or subsequent to the date thereof. Notwithstanding the foregoing, Tenant shall, Lessee agrees to execute promptly any documents which may be necessary to evidence or effectuate such subordination or to make this Lease prior to any such instrument. Failing to do so within ten (10) days after Landlord’s requestwritten demand, execute Lessee does hereby make, constitute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord appoint Lessor as TenantLessee’s attorney-in-fact to execute in Lessee’s name, place and deliver any such instrument in the name of Tenant if Tenant fails stead, to do so within such timeso. If the interest of Landlord in the Real Property or the Building is transferred Lessee hereby attorns to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason all successor owners of the termination of this Lease Premises, whether or not such ownership is acquired as a result of such a sale, through foreclosure or other proceedingsotherwise. Lessee hereby agrees to execute, Tenant shall enter in within five (5) days of receipt by Lessee, such instruments as Lessor may request to a new lease with Purchaser on the terms evidence such subordination and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, assure the holder of any Superior Interest may at any time (including as part such mortgage, deed to secure debt, ground lease, deed of foreclosure trust or other proceedings for enforcement hypothecation (the “Lender”) that upon transfer of title to the real property of which the Premises are a part to Lender, its successors or assigns, or any other purchaser of such Superior Interest), upon written notice real property pursuant to Tenant, elect to have an exercise by Lender of its remedies against Lessor that Lessee will recognize such Lender or purchaser as the “Lessor” under this Lease be and that Lessee will not assert against such Lender or purchaser any default by Lessor under this Lease prior and superior to the transfer of title to such Superior Interestreal property.

Subordination and Attornment. This Tenant acknowledges that this Lease is expressly subordinate to all leases in which Landlord is lessee and to any mortgage or deed of trust now in force against the Building and to all advances made subject and or hereafter to be made thereunder and, provided the holder thereof agrees in writing for Tenant's benefit not to disturb Tenant's rights under this Lease so long as there is no Event of Default under this Lease, Tenant agrees that this Lease shall be subordinate to any mortgagefuture leases in which Landlord is lessee and to any future first mortgage or deed of trust hereafter in force against the Building and to all advances made or hereafter to be made thereunder (all such existing and future leases, mortgages and deeds of trust referred to collectively as "Superior Instruments"). Tenant also agrees that if the holder of any Superior Instrument elects to have this Lease superior to its Superior Instrument and gives notice of its election to Tenant, then this Lease shall be superior to the lien of any such lease, mortgage or deed of trust and all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property . If requested in writing by Landlord or any interest first mortgagee or ground lessor of Landlord therein which is now existing or hereafter executed or recordedLandlord, any present or future modification, amendment or supplement Tenant agrees to any execute a subordination agreement required to further effect the provisions of this paragraph. In the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity event of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or transfer in lieu of foreclosure or other proceedings for enforcement termination of a lease in which Landlord is lessee or the foreclosure of any Superior InterestInstrument, or sale of the Property pursuant to any Superior Instrument, Tenant shall immediately attorn to the Purchasersuch purchaser, transferee or lessor and recognize such party as landlord under this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinLease, provided that Purchaser such party acquires and accepts the Real Property or the Building Leased Premises subject to this Lease. Upon Purchaser’s request, including The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such request made by reason of the termination of this Lease as a result of such foreclosure sale or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesttransfer.

Subordination and Attornment. This Lease is expressly made subject and all of Tenant’s rights hereunder shall be subordinate to any mortgageand all Encumbrances, deed of trustto all renewals, ground leasemodifications, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedconsolidations, any present or future modification, amendment or supplement to any of the foregoingreplacements and extensions thereof, and to any and all advances made thereunder or hereafter made on the security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the foreclosure of any such Encumbrance (or if any ground lease is terminated), and if requested by such purchaser or Encumbrancer, Tenant (i) shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), and (ii) shall recognize such purchaser or Encumbrancer as the lessor under this Lease, provided such purchaser or Encumbrancer accepts this Lease and does not disturb Tenant’s occupancy, so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of the foregoing being a “Superior Interest”) this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without the necessity execution of any further documentation evidencing such subordination. Notwithstanding the foregoinginstruments; provided, Tenant shallhowever, within ten (10) business days after Landlord’s requestrequest by Landlord or any Encumbrancer, Tenant shall execute and deliver such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to Landlord a document evidencing evidence or confirm the subordination or superiority of this Lease to a particular Superior Interestany such Encumbrance. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact waives the provisions of any Requirement which may give or purport to execute give Tenant any right or election to terminate or otherwise adversely affect this Lease and deliver any such instrument the obligations of Tenant hereunder in the name event of any foreclosure proceeding or sale. Tenant agrees with Encumbrancer that if Tenant fails Encumbrancer or any foreclosure sale purchaser shall succeed to do so within such time. If the interest of Landlord in the Real Property under this Lease, Encumbrancer shall not be (i) liable for any action or the Building is transferred omission of any prior Landlord under this Lease, or (ii) subject to any person offsets or defenses which Tenant might have against any prior Landlord, or (“Purchaser”iii) pursuant bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or in lieu of foreclosure (iv) liable for any Security Deposit not actually received by such Encumbrancer, or other proceedings for enforcement of (v) bound by any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination future modification of this Lease as a result of not consented to by such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestEncumbrancer.

Subordination and Attornment. This Lease is expressly made Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any mortgage, deed of trust, ground or master lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (and all mortgages, which may now or hereafter affect the Property, Building, the Premises and/or any such lease. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing their respective successors in interest may reasonably request to evidence such subordination. Notwithstanding Any lease to which this Lease is subject and subordinate is herein called “Superior Lease” and the foregoinglessor of a Superior Lease or its successor in interest, at the time referred to, is herein called “Superior Lessor”; and any mortgage to which this Lease is subject and subordinate, is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord’s rights (herein called “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall, within ten (10) days after Landlord’s request, execute shall attorn to and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints recognize such Successor Landlord as Tenant’s attorney-in-fact to landlord under this Lease and shall promptly execute and deliver any instrument that such instrument in the name of Tenant if Tenant fails Successor Landlord may reasonably request to do so within evidence such timeattornment. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior InterestUpon such attornment, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the Landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the terms and conditions set forth hereinpart of Landlord under this Lease, provided that Purchaser acquires and accepts (b) responsible for any monies owing by or on deposit with Landlord to the Real Property or the Building credit of Tenant, (c) subject to this Lease. Upon Purchaser’s requestany counterclaim or setoff which theretofore accrued to Tenant against Landlord, including (d) bound by any such request made by reason of the termination modification of this Lease as a result subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of such foreclosure or other proceedingsany rent for more than one (1) month, Tenant shall enter which was not approved in to a new lease with Purchaser on writing by the terms and conditions of this Lease applicable Successor Landlord, (e) liable to the remainder Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of the term hereof. Notwithstanding the subordination of any work to be done by Landlord under this Lease to Superior Interests as set forth aboverender the Premises ready for occupancy by the Tenant, or (g) required to remove any person occupying the holder of Premises or any Superior Interest may part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time (including and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestaforesaid.

Subordination and Attornment. This Lease is expressly made subject and subordinate to the lien of all and any mortgage, deed mortgages (which term “mortgages” shall include both construction and permanent financing and shall include deeds of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is trust and similar security instruments) that may now existing or hereafter executed encumber or recordedotherwise affect the real estate (including the Building) of which the Demised Premises form a part, any present or future modification, amendment or supplement to any of the foregoingLandlord’s leasehold interest therein, and to all and any advances made thereunder (renewals, extensions, modifications, recastings, or refinancings thereof. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any of requisite or appropriate certificate or other document. Tenant agrees that in the foregoing being a “Superior Interest”) without event that any proceedings are brought for the necessity foreclosure of any further documentation evidencing such subordinationmortgage, Tenant shall attorn to the purchaser at such foreclosure sale, if requested to do so by such purchaser, and to recognize such purchaser as Landlord under this Lease, and Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or propose 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. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver Landlord agrees to Landlord a document evidencing the subordination of this Lease use reasonable efforts to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, obtain from the holder of any Superior Interest may at any time mortgage or deed of trust securing the Building (including as part each such holder, a “mortgagee”) a subordination, non-disturbance and attornment agreement for the benefit of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice Tenant. If the agreement provided by the mortgagee is not acceptable to Tenant, elect Tenant may request to have this Lease be prior and superior negotiate with the mortgagee reasonable modifications to such Superior Interestagreement so that it is acceptable to Tenant. Tenant agrees to pay any fees, costs or expenses required to be paid by the holder for reviewing such request for a subordination, non-disturbance and attornment agreement and/or in connection with any request by Tenant to negotiate or attempt to negotiate any changes to the agreement provided by the mortgagee, whether or not granted; additionally Tenant shall pay all fees, costs and expenses actually incurred by Landlord that are imposed by such mortgagee with respect to such non-disturbance agreement. Landlord shall have no liability if any such mortgagee refuses to give Tenant a subordination, non-disturbance and attornment agreement or refuses to negotiate any changes to its form agreement.

Subordination and Attornment. This Lease is expressly made (a) Subject to the provisions of paragraph 65th(d) below, this lease, and all rights of Tenant hereunder, are subject and subordinate to any mortgage, deed of trust, all ground lease, underlying lease or like encumbrance affecting any part leases of the Real Property land and building of which the demised premises forms a part (the "Property") now or hereafter existing and to all mortgages or trust deeds or deeds of trust and all renewals, modifications, replacements and extensions thereof; and to all "Spreaders" and consolidations thereof (all of which are hereafter referred to collectively as "Mortgages"), that may now or hereafter affect or encumber all or any portion of Landlord's interest in the Property. This subordination shall apply to each and every advance made, or to be made, under such Mortgages. This paragraph shall be self-operative and no further instrument of Landlord therein which is now existing or hereafter executed or recordedsubordination shall be required, any present or future modificationhowever, amendment or supplement to any in confirmation of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, from time to time, execute acknowledge and deliver any instrument that Landlord may, from time to time, reasonably require in order to evidence or confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within ten twenty (1020) days after Landlord’s requestrequest therefor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact fact, which appointment is coupled with an interest, to execute and deliver any such instrument instruments for and on behalf of Tenant. Tenant acknowledges that this lease and the rents due under this lease have been (and, in the name of Tenant if Tenant fails future, may be) assigned by Landlord to do so within a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such timeSuperior Mortgagee. If the interest of Landlord in the Real Property or the Building is transferred Any ground lease to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and which this Lease shall continue in full force is subject and effect subordinate is hereafter referred to as a direct lease between "Superior Lease", the Purchaser Lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and Tenant on the terms lessee thereunder, a "Superior Lessee" and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject any Mortgage to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of which this Lease is subject and subordinate is hereinafter referred to as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms "Superior Mortgage" and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any a Superior Interest may at any time (including Mortgage is hereinafter referred to as part of foreclosure or other proceedings for enforcement of such a Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestMortgagee.

Subordination and Attornment. This Upon Lessor’s request, during the term of this Lease Agreement, Lessee shall execute a subordination agreement in recordable form wherein Lessee shall agree that this Lease Agreement is expressly made subject and shall be subordinate to the lien of any mortgage, deed of trust, ground lease, underlying lease mortgages in any amount or like encumbrance affecting amounts on all or any part of the Real Property land or buildings comprising the Property, or on or against Lessor’s interest or estate therein; provided that such subordination agreement shall recite that the subordination of Lessee’s interests pursuant thereto are subject to the agreement by the mortgagee named in any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, such mortgage and to any advances made thereunder (any purchaser at a sale pursuant to foreclosure thereof, to recognize the Lease Agreement of Lessee in the foregoing being a “Superior Interest”) without the necessity event of foreclosure of any such mortgage if Lessee is not in default under the Lease Agreement. Lessee covenants and agrees to execute and deliver upon demand such further documentation instruments evidencing such subordination. Notwithstanding subordination of this Lease Agreement to the foregoing, Tenant shall, lien of any such mortgage as may be required by the Lessor within ten (10) days after Landlord’s requestof demand therefor. Notwithstanding anything hereinabove contained, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, event the holder of any Superior Interest may such mortgage shall at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease Agreement constitute a prior or superior lien to its mortgage, then and in such event upon any such mortgage holder notifying Lessee to that effect, this Lease Agreement shall be deemed prior and superior in lien to such Superior Interestmortgage irrespective of whether this Lease Agreement is dated prior to or subsequent to the date of such mortgage or lease. If Lessor enters into one or more mortgages and Lessee is advised in writing of the name and address of the mortgagee under such mortgage, then this Lease Agreement shall not be terminated or canceled on account of any default by the Lessor in the performance of any of the terms, covenants or conditions hereof on its part contained, until Lessee shall have given written notice of such default to such mortgagee, specifying the default, in which event such mortgagee shall have the right to cure Lessor’s default as otherwise provided herein and which cure shall be accepted by Lessee. Lessee shall, in the event any proceedings are brought for the foreclosure of or in the event of sale under any mortgage made by the Lessor covering the Premises, attorn to the purchaser upon any such foreclosure of sale and recognize such purchaser as the Lessor under this Lease Agreement. As a condition of Lessee’s obligations under the Lease, Lessor shall deliver a subordination, non-disturbance and attornment agreement in a form satisfactory to Lessor’s mortgage lender and shall cause Lessor’s mortgage lender to execute said agreement and thereafter record it at the Berkeley County R.O.D. Office.

Subordination and Attornment. This Lease is expressly made and will be subject and subordinate to all ground or underlying leases which now exist or may hereafter be executed affecting the Project and to the lien and provisions of any mortgages or deeds of trust now or hereafter placed against the Project or against Landlord’s interest or estate in the Project or on or against any ground or underlying lease, and any renewals, modifications, consolidations and extensions of such lease, without the necessity of the execution and delivery of any further instruments on the part of Tenant to effect subordination. If any mortgagee, trustee or ground lessor elects to have this Lease prior to the lien of such mortgagee’s, trustee’s or ground lessor’s mortgage or deed of trust or ground lease, and gives notice of such election to Tenant, this Lease will be deemed prior to the lien of such mortgage or deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of such mortgage, deed of trust, or ground lease, underlying lease or like encumbrance affecting any part the date of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordinationrecording thereof. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, will execute and deliver to Landlord a document upon request from Landlord, such further instruments evidencing the subordination of this Lease to any ground or underlying lease, and to any mortgage or deed of trust, provided the same contains a particular Superior Interestnon-disturbance provision reasonably satisfactory to Tenant. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver In the event any such instrument proceedings are brought for default under any ground or underlying lease or in the name event of foreclosure or the exercise of the power of sale under any mortgage or deed of trust against the Project, Tenant if Tenant fails will, upon request of any person or party succeeding to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease Xxxxxxxx as a result of such foreclosure or other proceedings, Tenant shall enter attorn to such successor in interest and recognize such successor in interest as Landlord under this Lease if said successor in interest agrees to a new lease with Purchaser on all the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.Lease..

Subordination and Attornment. This Lease is expressly made Tenant accepts this Lease, and the tenancy created hereunder, subject and subordinate to any the lien, operation and effect of each and every ground lease and existing or future mortgage, deed of trusttrust or other security instrument constituting a lien upon or affecting the Building or the Building Area, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, thereof and to any advances made thereunder (renewals, extensions, consolidations, modifications or refinancings thereof. Notwithstanding anything contained in the above, Landlord will use its best efforts upon request by Tenant to obtain a non-disturbance agreement from its lender or mortgagee with Tenant paying for any costs associated with said non-disturbance agreement. In the event of any foreclosure sale or sales pursuant to the terms of any mortgages or deeds of trust or other security instruments now or hereafter constituting a lien upon or affecting the Building or Building Area of any part thereof, by virtue of judicial proceedings or otherwise, this Lease Agreement shall, at the option of the foregoing being a “Superior Interest”) without mortgagee or beneficiary under the necessity deed of any further documentation evidencing trust or other security instrument or the foreclosure purchaser continue in full force and effect and Tenant thereunder will, upon request, attorn to and acknowledge the foreclosure purchaser or purchasers at such subordinationsale, as landlords hereunder. Notwithstanding the foregoing, Tenant shall, at any time hereafter, within ten (10) days after of demand by Landlord’s request, execute any instrument, releases or other documents that may be required by any mortgagee or mortgagor or over landlord for the purpose of confirming such subordination and deliver to Landlord a document evidencing the subordination attornment. The failure of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timeinstruments, releases or documents, shall constitute a Default hereunder. If the interest of Initials: [ /s/ ] [ /s/ ] Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is all Mortgages now existing or hereafter executed or recordedplaced upon the Premises, and all other encumbrances and matters of public record applicable to the Premises; provided, however, that any present or future modification, amendment or supplement such subordination to any Mortgage placed on the Premises after the date hereof shall not operate to terminate or defeat this Lease so long as Tenant is not in default hereunder beyond any notice and cure period. If any foreclosure proceedings are initiated by any Holder or a deed in lieu of the foregoingsuch foreclosure is granted, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity Tenant agrees, upon written request of any further documentation evidencing such subordination. Notwithstanding the foregoingHolder, Tenant shallpurchaser at foreclosure sale or grantee of a deed in lieu of foreclosure, within ten (10) days after Landlord’s request, execute to attorn and deliver pay Rent to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such instrument attornment (provided such Holder or purchaser shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in default hereunder beyond any cure period hereunder). However, in the name event of Tenant if Tenant fails to do so within such time. If the interest attornment, no Holder, purchaser at foreclosure sale or grantee of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or a deed in lieu of foreclosure shall be: (i) liable for any act or other proceedings for enforcement omission of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property Landlord or the Building subject to this Lease. Upon Purchaser’s requestany offsets or defenses which Tenant might have against Landlord (prior to such party becoming Landlord under such attornment); (ii) liable for any security deposit or bound by any prepaid Rent, including in excess of Rent for the month in which such party becomes Landlord under such attornment, not actually received by such party; or (iii) bound by any such request made by reason of the termination future modification of this Lease as a result not consented to by such party (provided that Tenant was first given notice of the existence of such foreclosure or other proceedings, Tenant shall enter Holder in the manner specified in Section 21.2 below). Any Holder may elect to a new lease with Purchaser on the terms and conditions of make this Lease applicable prior to the remainder lien of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon its Mortgage by giving written notice to Tenant, elect to have and if the Holder of any prior Mortgage shall require, this Lease shall be prior and superior to such Superior Interestany subordinate Mortgage.

Subordination and Attornment. This Tenant accepts this Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of other lien presently existing on the Real Property Project or any interest of Landlord therein which is now existing the Land or hereafter executed or recorded, any present or future modification, amendment or supplement to any of subsequently created on the foregoingProject, and to any advances made thereunder (any of renewals and extensions thereof, provided that the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name rights of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue remain in full force and effect during the term of this Lease so long as a direct lease between Tenant shall continue to perform all of the Purchaser and Tenant on the terms covenants and conditions set forth hereinof this Lease, provided but Tenant agrees that Purchaser acquires and accepts any such mortgagee shall have the Real Property right at any time to subordinate such mortgage, deed of trust, or the Building subject other lien to this Lease. Upon Purchaser’s Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust, or other lien hereafter placed on the Project or the Land, and Tenant agrees on demand, and without charge to Landlord or any mortgagee, to execute such further instruments subordinating this Lease as Landlord may reasonably request, including any provided such request made subordination shall be on the express condition that this Lease shall be recognized by reason the mortgagee, and that the rights of Tenant shall remain in full force and effect during the termination term of this Lease so long as a result Tenant shall continue to perform all of the covenants and conditions of this Lease. No such mortgagee shall be required to assume any liabilities for defaults occurring prior to its ownership of the Project. Tenant covenants and agrees that upon foreclosure of any deed of trust, mortgage or other proceedingsinstrument of security and the sale of the Project or the Land pursuant to any such document, to attorn to any purchaser at such a sale and to recognize such purchaser as the Landlord under this Lease. The agreement of Tenant to attorn to any purchaser pursuant to such a foreclosure sale or trustee’s sale in the immediately preceding sentence shall survive any such sale. Tenant’s rights under this Lease shall remain in full force and effect so long as Tenant shall enter in continue to a new lease with Purchaser on perform all of the terms covenants and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of and Tenant is not in default under this Lease to Superior Interests as set forth above, and Landlord owns the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestProject.

Subordination and Attornment. This (a) Provided any Mortgagee agrees to grant nondisturbance protection to Tenant as long as Tenant is not in default beyond the period allowed for cure herein, this Lease is expressly made and all rights of Tenant therein, and all interest or estate of Tenant in the Premises, or any portion thereof, shall be subject and subordinate to the lien of any first mortgage, first deed of trust, ground leasesecurity instrument or other document of like nature held by such Mortgagee, underlying lease or like encumbrance affecting hereinafter referred to as "Mortgage", which at any part of time may be placed upon the Real Property Premises, or any interest of Landlord therein which is now existing or hereafter executed or recordedportion thereof, any present or future modification, amendment or supplement to any of the foregoingby Landlord, and to any advances replacement, renewals, amendment, modifications, extensions or refinancing thereof, and to each and every advance made thereunder (under such Mortgage. Tenant agrees at any time hereafter, and from time to time on demand of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingLandlord, Tenant shall, within ten (10) days after Landlord’s request, to execute and deliver to Landlord a document evidencing any instruments, releases or other documents that may be reasonably required for the subordination purpose of subjecting and subordinating this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver the lien of any such instrument Mortgage, provided however, it is agreed, nevertheless, that so long as Tenant be not in default in the name payment of Base Rent and other amounts due under this Lease and the performance and observance of all other covenants, conditions, provisions, terms and agreements to be performed and observed by Tenant under this Lease after the expiration of any applicable cure period, that such subordination agreement or other instrument, release or document shall not interfere with, hinder or molest Tenant's right to quiet enjoyment under this Lease, nor the right of Tenant if Tenant fails to do so within such time. If continue to occupy the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the PurchaserPremises, and this Lease shall continue all portions thereof, and to conduct its business thereon in full force and effect as a direct lease between accordance with the Purchaser and Tenant on the covenants, conditions, provisions, terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to agreements of this Lease. Upon Purchaser’s request, including The lien of any such request made by reason of the termination of this Lease as a result of such foreclosure Mortgage shall not cover Tenant's trade fixtures or other proceedings, Tenant shall enter personal property located in to a new lease with Purchaser or on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestPremises.

Subordination and Attornment. This Lease As used herein and elsewhere in this Lease, an “Encumbrance” is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which that is now existing or hereafter executed or recorded, including any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any thereunder. Landlord represents and warrants to Tenant that, as of the date of this Lease, no Encumbrance exists on the Real Property. If an Encumbrance is created following the date of this Lease, then this Lease shall be subject and subordinate to such Encumbrance only upon delivery to Tenant of a non-disturbance agreement executed by the holder of the Encumbrance on such holder’s then current form providing that if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Tenant’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, but subject to and including such further matters and conditions to the foregoing being a “Superior Interest”) without as may be required by the necessity holder of any further documentation evidencing the Encumbrance in such subordinationholder’s standard form. Notwithstanding the foregoing, Tenant shall, within ten (10) days Business Days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior InterestEncumbrance created after the date of this Lease, provided that the non-disturbance provisions provided for in this Paragraph 21 are included in such document. If Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact fails to execute and deliver any to Landlord the required document within the required ten (10) Business Day period and does not execute and deliver the document to Landlord within five (5) Business Days following Landlord’s additional written notice to Tenant that the document was not received, then Tenant agrees that Landlord shall have the right to execute and deliver such instrument in the name lieu of Tenant if and Tenant fails shall be bound thereby. Any and all charges imposed by the holder of the Encumbrance to do so within such timeissue the non-disturbance agreement shall be borne by Tenant. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior InterestEncumbrance, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinherein upon notice from Landlord or Purchaser of such transfer, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the express terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestapplicable non-disturbance agreement.

Subordination and Attornment. This Lease is expressly made Agreement and Tenant’s interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any mortgagemortgage of Landlord’s right, deed of trusttitle and interest in and to the Premises (a “Fee Mortgage”), ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed created on or recorded, any present against the Air Park or future modification, amendment or supplement to any of the foregoingPremises, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further documentation evidencing instrument or act on the part of Tenant. Tenant agrees, at the election of the holder of any such subordinationFee Mortgage (a “Fee Mortgagee”), to attorn to any such holder, provided that the Fee Mortgagee agrees to not disturb the possession, use or enjoyment of the Premises by Tenant, or disaffirm this Lease Agreement, so long as Tenant shall fully perform its obligations under this Lease Agreement. Notwithstanding the foregoingTenant agrees to execute, Tenant shallacknowledge and deliver, within ten (10) days after following Landlord’s requestrequest therefor, execute such commercially reasonable instruments confirming such subordination and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord attornment as Tenant’s attorney-in-fact to execute and deliver shall be requested by any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofFee Mortgagee. Notwithstanding the subordination of this Lease to Superior Interests as set forth aboveforegoing, the holder of any Superior Interest Fee Mortgagee may at any time (including subordinate its Fee Mortgage to this Lease Agreement, without notice or Tenant’s consent, and thereupon this Lease Agreement shall be deemed prior to such Fee Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Fee Mortgagee shall have the same rights with respect to this Lease Agreement as part of foreclosure or other proceedings for enforcement though this Lease Agreement had been executed prior to the execution, delivery and recording of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestFee Mortgage.

Subordination and Attornment. (a) This Lease is expressly made Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to any mortgageall present and future ground leases, deed overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, ground leasemortgages and building loan agreements, underlying lease including leasehold mortgages and building loan agreements, which may now or like encumbrance affecting any part of hereafter affect the Real Property Building or the Building Complex or any interest of Landlord therein which is now existing such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter executed to be made under such deeds of trust or recorded, any present or future modification, amendment or supplement to any of the foregoingmortgages, and to any advances made thereunder (any all renewals, modifications, replacements and extension of the foregoing being a “Superior Interest”) without the necessity such leases, deeds of any trust and mortgages. The provisions of this Paragraph shall be self-operative and no further documentation evidencing instrument of subordination shall be required. However, in confirmation of such subordination. Notwithstanding the foregoing, Tenant shallshall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord’s request, execute and deliver to Landlord a document evidencing the subordination lessor of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property lease or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at any the time (including referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as part of foreclosure or other proceedings for enforcement of such Superior Interest)a "superior party". Notwithstanding the foregoing, upon written notice Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, elect notwithstanding a default by Landlord, shall be entitled to have remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be prior and superior in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such Superior Interestsuperior party.

Subordination and Attornment. This Lease is expressly made subject and subordinate to (i) the lien of any mortgage, deed of trust, ground lease, underlying lease Mortgage which may now or like encumbrance affecting any hereafter encumber all or part of the Real Property or Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project, provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any interest of Landlord therein which is now existing or hereafter executed or recordedapplicable cure period hereunder, any present or future modification, amendment or supplement to any Tenant’s possession of the foregoing, and Premises shall not be disturbed. In order to confirm such subordination (and/or any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother terms set forth in this Section), Tenant shall, within ten (10) days after written request from Landlord’s request, execute and deliver to Landlord a or any Mortgage holder, any certification, instrument or other document evidencing the subordination of this Lease to a particular Superior Interestrequired by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact acknowledges and agrees that its failure to execute and deliver any such instrument statement in a timely manner is a Default under this Lease. Notwithstanding anything contained herein to the name contrary, if the holder of any Mortgage elects to have this Lease be prior to its lien, Tenant if Tenant fails agrees that upon receipt of notice of same from Landlord or such Mortgage holder, this Lease will be prior to do so within such timelien. If the interest interests of Landlord in the Real Property or the Building is under this Lease shall be transferred to any person (“Purchaser”) pursuant to or by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Superior InterestMortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall immediately be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the PurchaserNew Owner as its Landlord, and (iv) so long as this Lease shall continue is in full force and effect as a direct lease between the Purchaser and Tenant on is not in default beyond any applicable cure period hereunder at the terms time of transfer to New Owner, this Lease shall remain in full force and conditions set forth herein, provided that Purchaser acquires effect and accepts the Real Property or the Building subject to this Lease. Upon PurchaserNew Owner shall not disturb Tenant’s request, including any such request made by reason possession of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofPremises. Notwithstanding the subordination of anything in this Lease to Superior Interests as set forth abovethe contrary, neither the holder of any Superior Interest may at any time Mortgage, its successors or assigns (including as part whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for enforcement any act, omission and/or breach of such Superior Interest)the Lease by Landlord, upon written notice to Tenantor bound by (a) any offsets or defenses which Tenant might have against Landlord, elect to have (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease be prior and superior made subsequent to such Superior Interestthe granting of the Mortgage by Landlord, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.

Subordination and Attornment. Landlord reserves the right to place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease is expressly made and any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any mortgageliens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant agrees to execute and deliver upon demand (and to cause all sublessees and assignees under Tenant to execute and deliver upon demand) such instruments subordinating this Lease (and all subleases and assignments pursuant to this Lease) to any such lien or encumbrance as shall be required by Landlord. In the event Landlord's interest in the Leased Premises is derived from a lease from another party and said Lease should be terminated by the other party. Tenant agrees to attorn (and to cause all sublessees and assignees under Tenant to so attorn) to the other party, deed its successors and assigns as Landlord on this Lease. In the event any proceedings are brought for the foreclosure of trustany mortgage on the Leased Premises, ground leaseTenant will attorn (and Tenant will cause all sublessees and assignees under Tenant to so attorn) to the purchaser at foreclosure sale and recognize the purchaser as the Landlord under this Lease. The purchaser by virtue of such foreclosure shall be deemed to have assumed, underlying lease as substitute Landlord, the terms and conditions of this Lease until the resale or like encumbrance affecting any part other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the Real Property validity of any then existing claims of Tenant (or the claims of any interest sublessees or assignees under Tenant) against the prior Landlord. Tenant agrees to execute and deliver (and to cause all sublessees and assignees under Tenant to execute and deliver) such further assurance and other documents (including but not limited to a new lease upon the same terms and conditions as this lease) confirming the foregoing as such purchaser may reasonably request. Tenant on behalf of itself and on behalf of all sublessees and assignees under Tenant waives any right of election to terminate this Lease because of any such foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement as Tenant's attorney-in-fact to execute (and to deliver to any third party) any documents hereinabove required to be executed by Tenant, for and on behalf of the foregoingTenant, and if Tenant shall have failed to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after the request therefor by Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This The Tenant agrees that at the option of the Landlord or any mortgagee of the Landlord, to be expressed in writing at any time and from time to time, this Lease is expressly made and all the rights of the Tenant hereunder shall be subject and subordinate to any mortgageand all mortgages (including deeds of trust and all instruments supplemental thereto) held by such mortgagee which may affect the Building or Common Area Facilities and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the Tenant shall at any time on notice from the Landlord or any mortgagee (including any trustee under a deed of trust, ground lease, underlying lease or like encumbrance affecting any part trust and mortgage) attorn to such mortgagee as the tenant upon all the terms of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement this Lease. Subject to any of the foregoing, and the Tenant agrees to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shallexecute, within ten (10) days after Landlord’s requestreceiving a written request from the Landlord or any such mortgagee, execute and deliver to Landlord a document evidencing such instrument of subordination or attornment, as the subordination case may be, as may be required of it. Notwithstanding the foregoing, this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as and the Tenant’s attorney-in-fact interest hereunder shall only be subordinated to execute and deliver any such instrument mortgages or deeds of trust under which the mortgagee by agreement in the name mortgage or deed of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to trust or in lieu a separate instrument contracts in substance not to disturb the Tenant’s occupancy of foreclosure or other proceedings for enforcement of any Superior Interestthe Leased Premises so long as the Tenant performs its obligations under this Lease on condition that the Tenant, Tenant when requested by the mortgagee, shall immediately attorn execute an attornment agreement to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between mortgagee should the Purchaser and Tenant on mortgagee succeed to the terms and conditions set forth herein, provided that Purchaser acquires and accepts rights of the Real Property or the Building subject to Landlord under this Lease. Upon Purchaser’s requestBy no later than the Commencement Date, including the Landlord shall make reasonable commercial efforts to obtain from any existing mortgagee of the Building an acknowledgement and assurance in writing addressed to the Tenant, whereby such mortgagee acknowledges that, in the event of any such request made by reason of mortgagee realizing upon the termination of security, it will not disturb the Tenant and will permit the Tenant to remain in possession under this Lease in accordance with its terms, so long as a result of such foreclosure or other proceedings, the Tenant shall enter is not in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestdefault.

Subordination and Attornment. This Tenant agrees that this Lease is expressly made subject and shall be subordinate to any mortgagemortgages, deeds of trust, superior leases and ground leases that are now, or may hereafter be placed, upon the Premises or to which the Premises are subject and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, modifications, amendments and extensions thereof. Tenant also agrees that any mortgagee or beneficiary may elect to have this Lease constitute a prior lien to its mortgage or deed of trust, ground and in the event of such election and upon notification by such mortgagee or beneficiary to Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said mortgage or deed of trust. Tenant agrees that upon the request of Landlord, or any mortgagee, lessor or beneficiary, Tenant shall execute whatever instruments may be reasonably required by Landlord or by any mortgagee, lessor or beneficiary to carry out the intent of this Section. In the event of the cancellation or termination of any superior lease, underlying lease or like encumbrance affecting any part (1) this Lease and all of the Real Property rights of Tenant pursuant to this Lease shall remain in full force and effect, except that the lessor under any applicable superior lease shall be deemed to be 'Landlord', or any interest at the request of Landlord therein which is now existing such lessor or hereafter executed or recordedTenant, any present or future modificationsuch lessor and Tenant shall enter into a direct lease upon the same terms and conditions set forth in this Lease, amendment or supplement (2) Tenant agrees to any of the foregoing, and be bound to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination lessor under all provisions of this Lease for the balance of the Term with the same force and effect as if such lessor was the original 'Landlord' under this Lease, and (3) Tenant shall perform and observe its obligations under this Lease, and Tenant shall attorn to a particular Superior Interestand recognize such lessor as its 'Landlord' under this Lease. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in In the name event of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property foreclosure, or the Building is transferred to any person (“Purchaser”) pursuant to or conveyance by deed in lieu of foreclosure foreclosure, or other proceedings for enforcement exercise of the power of sale under any Superior Interestmortgage and/or deed of trust, Tenant shall immediately attorn to or in the Purchaserevent Landlord sells, and conveys or otherwise transfers its interest in the Land or any portion thereof containing the Premises or in the event that any superior lease is terminated, this Lease shall continue remain in full force and effect as a direct lease between the Purchaser and Tenant on hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the terms new owner or lessor whereby Tenant attorns to such successor in interest and conditions set forth herein, provided that Purchaser acquires and accepts recognizes such successor as the Real Property or the Building subject to 'Landlord' under this Lease, provided, however, that such successor shall not be bound by any payment of Rent for more than three (3) months in advance, any security deposit, or any prior default by Landlord. Upon Purchaser’s requestrequest by Tenant, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant Landlord shall enter in use good faith efforts to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, secure from the holder of any Superior Interest may at mortgage affecting the Land a written agreement wherein the holder agrees that so long as Tenant is not in default of its obligations under this Lease beyond any time applicable notice and cure period the holder shall recognize Tenant's rights under this Lease. Rent due under this Lease shall not be paid more than three (including as part of foreclosure or other proceedings for enforcement of such Superior Interest)3) months in advance, and shall, upon receipt of written notice to Tenantnotification from the holder of the mortgage, elect to have this Lease deed of trust or superior lease, be prior and superior paid by the Tenant directly to such Superior Interestholder until the Tenant receives other written instructions from such holder.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days Business Days after Tenant’s receipt of Landlord’s written request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timetime and such failure continues for five (5) Business Days after receipt of a second request from Landlord to execute and delivery any such instrument. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest. Landlord will use commercially reasonable efforts, at Tenant’s cost for the reasonable and actual costs therefor, to obtain a Subordination, Non-Disturbance and Attornment Agreement for the benefit of Tenant from Landlord’s current lender and any future lender on such lender’s standard form. Notwithstanding the foregoing, if at any time during the Lease term Tenant leases and occupies ten percent (10%) or more of the Building, Landlord agrees that it shall be a condition to Tenant’s obligation to subordinate this Lease to any Superior Interest that does not exist as of the date of this Lease that such future holder provide, at Tenant’s cost, a Subordination, Non-Disturbance and Attornment Agreement for the benefit of Tenant on such lender’s standard form.

Subordination and Attornment. 32 34 This Lease is expressly made subject and subordinate to the liens of all mortgages, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any mortgageportion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deed deeds of trust, other security instruments, and ground leaseleases being hereinafter referred to as "Mortgages" and the mortgagees, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedbeneficiaries, any present or future modificationsecured parties, amendment or supplement and ground lessors thereunder from time to any of the foregoingtime being hereinafter called "Mortgagees"), and to any advances made thereunder (and all renewals, extensions, modifications, or refinancings thereof, without any further act of the Tenant, provided that any such future Mortgagee first agrees in writing that in the event of foreclosure, this Lease shall not be disturbed provided Tenant is not in default beyond any applicable notice or cure period. If requested by Landlord, however, Tenant shall promptly execute any certificate or other document confirming such subordination. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the foregoing being a “Superior Interest”) Mortgages, Tenant, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without the necessity any deduction or set-off of any further documentation evidencing kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such subordinationforeclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the foregoingcontrary, Tenant shall, within ten (10) days after Landlord’s request, execute any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and deliver to Landlord a document evidencing the subordination effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact be senior to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn Mortgages without regard to the Purchaser, respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall continue in full force and effect have the same rights as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this LeaseLease as it would have had were this Lease executed and delivered before the execution of such Mortgages. Upon Purchaser’s requestIf, including any such in connection with obtaining financing for the Building, a Mortgagee shall request made by reason of the termination of reasonable modifications in this Lease as a result of condition to such foreclosure or other proceedingsfinancing, Tenant shall enter in to a new lease with Purchaser on will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the terms obligations of Tenant hereunder, or materially adversely affect the leasehold interest hereby created or Tenant's use and conditions of this Lease applicable to the remainder enjoyment of the term hereof. Notwithstanding Premises, or increase the subordination amount of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior Annual Basic Rent and superior to such Superior InterestAdditional Rent payable hereunder.

Subordination and Attornment. This Lease is expressly made subject and the estate, interest and rights hereby created are subordinate to any mortgage, deed of trust, ground lease, underlying lease mortgage now or like encumbrance affecting any part of hereafter placed upon the Real Property Building or the Land or any estate or interest of Landlord therein which is now existing or hereafter executed or recordedtherein, including, without limitation, any present or future modification, amendment or supplement to mortgage on any of the foregoingleasehold estate, and to any advances made thereunder (any all renewals, modifications, consolidations, replacements and extensions of the foregoing being a same as well as any substitutions therefore, as provided for on the attached Exhibit “Superior InterestF”) without . Tenant agrees that in the necessity event any person, firm, corporation or other entity acquires the right to possession of the Building or the Land, including any mortgagee or holder of any further documentation evidencing estate or interest having priority over this Lease, Tenant shall, if requested by such subordinationperson, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term. Notwithstanding the foregoing, Tenant shallany mortgagee may, within ten (10) days after at any time, subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery, and in that event, such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. Tenant, if requested by Landlord’s request, shall execute and deliver any such instruments in recordable form as may be reasonably required by Landlord in order to Landlord a document evidencing confirm or effect the subordination or priority of this Lease, as the case may be, and the attornment of Tenant to future landlords in accordance with the terms of this Article. Landlord shall furnish to Tenant a non-disturbance agreement from the holder of such mortgage providing that so long as Tenant is not in default of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute occupancy shall not be disturbed and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest obligations of Landlord in the Real Property or the Building is transferred will continue to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestperformed.

Subordination and Attornment. This Lease is and the right of the Tenant hereunder are expressly made subject and subordinate to the lien and provisions of any mortgage, deed of trust, deed to secure debt, ground lease, underlying lease assignment of leases, or like encumbrance affecting other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter encumbering the Premises, the Building, the Property, or any part thereof, and all amendments, renewals, modifications and extensions of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any such Security Instrument and to all advances made thereunder (any of or hereafter to be made upon such Security Instrument, provided, however, that so long as the foregoing being a “Superior Interest”) without Tenant is not in default under the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination terms of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest such instrument shall not disturb the Tenant's possession of the Premises in the event of the exercise of such holder's rights under such instrument. The Tenant agrees to execute and deliver such further instruments, in such form as may be required by Landlord or any holder of a proposed or existing Security Instrument, subordinating this Lease to the lien of any such Security Instrument as may be requested in writing by the Landlord or holder from time to time. In the event of the foreclosure of any such Security Instrument by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure, the Tenant, at the request of the then Landlord, shall attorn to and recognize such mortgagee or purchaser in foreclosure as the Tenant's landlord under this Lease. The Tenant agrees to execute and deliver at any time (including as part of foreclosure or other proceedings for enforcement upon request of such Superior Interest)mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. The Tenant shall from time to time, upon not less than ten (10) days' prior written notice request by the Landlord, deliver to Tenant, elect to have the Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect, or, if there have been modifications, that this Lease, as modified, is in full force and effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease and the date to which the Rent has been paid; that the Landlord is not in default under this Lease or, if in default, a detailed description of such default; that the Tenant is or is not in possession of the Premises, as the case may be; and containing such other information and agreements as may be prior and superior to such Superior Interestreasonably requested.

Subordination and Attornment. This Lease is expressly made and Tenant’s rights under this Lease are subject and subordinate to any mortgage, deed of trust, ground lease, or underlying lease (and to all renewals, modifications, consolidations, replacements, or like encumbrance extensions thereof), now or hereafter affecting any part the Premises (the “Security Instrument”) Notwithstanding such subordination, Tenant agrees, upon written request of the Real Property holder of any such Security Instrument (“Lender”) upon completion of any foreclosure sale, to attorn to such Lender as successor landlord under the Lease. Tenant is authorized to pay rent to the Lender upon notice from the Lender that the Borrower’s license to collect the rent has been revoked. The provisions of this Paragraph (including the provisions of subclauses (a) through (c) of the next succeeding sentence) shall be self operative, and no further instrument of subordination shall be required. In confirmation of such subordination, however, within ten days after Landlord’s request, Tenant shall execute and deliver in recordable form any commercially reasonable subordination, nondisturbance and attornment agreement as Landlord or any interest Lender may request to evidence such subordination, which instrument may include the following provisions, among others: (a) if any Lender shall hereafter succeed to the rights of Landlord therein under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise (hereafter “New Owner”), Tenant shall be entitled to quiet enjoyment of the Premises for so long as Tenant is not in default under the terms of this Lease or any substitute lease referenced below; (b) upon such New Owner’s request, Tenant shall attorn to and recognize such New Owner as Tenant’s landlord under this Lease, provided that (i) such New Owner shall have no responsibility for accrued liabilities of the Landlord under the terms of this Lease, (ii) New Owner shall have no obligation to cure existing defaults, other than defaults of a continuing nature of which is now existing the New Owner has received notice, and in respect of which Tenant has afforded the New Owner a reasonable cure period following such notice, (iii) New Owner shall have no obligation to return any security deposit not actually received by New Owner, (iv) New Owner shall not be bound by rents paid more than one month in advance, or hereafter executed or recordedby any amendment, any present or future modification, amendment termination or supplement to any surrender of this Lease (“Leasing Actions”) taken by Landlord, unless such rents have been paid, or such Leasing Actions have been taken, in compliance with the terms of the foregoingSecurity Documents; and (v) Tenant shall provide the Lender with notice of any Landlord default and a reasonable opportunity to cure the default before exercising any right to terminate the Lease; (c) in the event the Lease shall be deemed terminated for any reason, and to any advances made thereunder (any at the Lender’s request Tenant shall execute a substitute lease upon all of the foregoing being same terms and conditions of this Lease, (as modified by the matters described in the prior clause (b)) for the balance of the term hereof; and (d) such other customary provisions as requested by Lender. Tenant’s failure to execute and deliver such commercially reasonable instruments shall be deemed a “Superior Interest”) without the necessity material Event of any further documentation evidencing such subordinationDefault under this Lease. Notwithstanding the foregoingpreceding provisions of this Paragraph, if Landlord or any Lender elects to have this Lease prior to the lien of any Security Instrument, and (1) gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such Security Instrument, and/or (2) records a notice of subordination with the County Recorder of San Diego County at any time before the Lender conducts a foreclosure sale pursuant to its Security Instrument, then this Lease shall be deemed to be prior to the lien of such Security Instrument and such Security Instrument shall be deemed to be subordinate to this Lease. At Landlord’s request, Tenant shallshall execute and deliver, in recordable form, such instruments as customarily required by Lender to evidence such priority. Failure to provide such documentation within ten (10) days after Landlord’s request, execute and deliver to receipt of written request by Landlord a document evidencing the subordination shall be deemed an Event of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to Default under this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “"Superior Interest”") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s 's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s 's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“"Purchaser”") pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, provided that Purchaser acquires and accepts if a Superior Interest is created following the Real Property or the Building subject to execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement with respect thereto as described in Paragraph 21.b. Upon Purchaser’s request, including any below and otherwise in such request made by reason of the termination of this Lease as holder's standard institutional form shall be a result of such foreclosure or other proceedings, Tenant shall enter in condition to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease thereto, except that in no event shall Tenant be required to Superior Interests as set forth above, pay Landlord or the holder of any such Superior Interest may at any time (including as part of foreclosure fees or other proceedings for enforcement of charges in order to obtain such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnon-disturbance agreement.

Subordination and Attornment. This Tenant agrees that this Lease is expressly made subject and subordinate to any mortgageand all mortgages or deeds of trust now or hereafter placed on the property of which the Premises are a part, and this clause shall be self operative without any further instrument necessary to effect such subordination; however, if requested by Landlord, Tenant shall promptly execute and deliver to Landlord any such certificate as Landlord may reasonably request evidencing such subordination of this Lease to or the assignment of this Lease as additional security for such mortgages or deeds of trust. Provided, however, in each case, the holder of the mortgage or deed of trust shall agree that this Lease shall not be divested by foreclosures or other default proceedings so long as tenant shall not be in default under the terms of this Lease beyond any applicable cure period set forth in this Lease. Tenant shall continue its obligations under this Lease in full force and effect notwithstanding any such default proceedings under a mortgage or deed of trust and shall attorn to the mortgagee, trustee or beneficiary of such mortgage or deed of trust, ground lease, underlying lease and their successors or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingassigns, and to the transferee under any advances made thereunder (any foreclosure or default proceedings. The subordination contained in this paragraph 16 shall not apply unless and until the mortgagee or deed of trust holder agrees to the nondisturbance provisions set forth above. In the event of the foregoing being sale, assignment, or transfer by Landlord of its interest in the Premises to a “Superior Interest”) without successor in interest who expressly assumes the necessity obligation of the Landlord hereunder, and who is financially sound and adequately capitalized, the Landlord shall thereupon be released or discharged from all of its covenants and obligations hereunder, except such obligations shall have accrued prior to any such sale, assignment or transfer; and Tenant agrees to look solely to any successor in interest of the Landlord for performance of any further documentation evidencing such subordinationobligations. Notwithstanding the foregoing, Tenant shall, within shall have ten (10) days after from its receipt of Landlord’s request, execute and 's request to deliver any such fully executed documents to Landlord a document evidencing the subordination of this Lease to a particular Superior InterestLandlord. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact 's failure to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant documents shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as constitute a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestdefault hereunder.

Subordination and Attornment. (a) This Lease is expressly made subject and subordinate to all Mortgages and Superior Leases. At the request of any mortgageMortgagee or Lessor, deed Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale. (b) If a Lessor or Mortgagee or any other person or entity shall succeed to the rights of trustLandlord under this Lease, ground lease, underlying whether through possession or foreclosure action or the delivery of a new lease or like encumbrance affecting any part deed, then at the request of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement successor landlord and upon such successor landlord’s written agreement to any of the foregoing, accept Tenant’s attornment and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingrecognize Tenant’s interest under this Lease, Tenant shall, within ten (10) days after Landlord’s request, execute shall be deemed to have attorned to and deliver to recognized such successor landlord as Landlord a document evidencing the subordination under this Lease. The provisions of this Lease Section 9.1 are self-operative and require no further instruments to a particular Superior Interest. give effect hereto; provided, however, that Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to shall promptly execute and deliver any instrument that such instrument in successor landlord may reasonably request (i) evidencing such attornment, (ii) setting forth the name terms and conditions of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the PurchaserTenant’s tenancy, and (iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase Tenant’s other obligations or materially and adversely affect Tenant’s rights under this Lease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such successor landlord and Tenant on upon all of the terms terms, conditions and conditions covenants set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of in this Lease as a result except that such successor landlord shall not be (A) liable for any act or omission of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable Landlord (except to the remainder of extent such act or omission continues beyond the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of date when such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.successor landlord succeeds to

Subordination and Attornment. This Tenant acknowledges that this Lease is expressly made automatically subject and subordinate to all leases in which Landlord is lessee and to any mortgagemortgage or deed of trust now in force against the Building and/or Project, and to all advances made or hereafter to be made thereunder, or any amendments or modifications thereof. Tenant further acknowledges that this Lease shall automatically be subordinate to any future leases in which Landlord is lessee and to any future mortgage or deed of trust hereafter in force against the Building and/or Project, and to all advances made or hereafter to be made thereunder. All such existing and future leases, mortgages and deeds of trust referred to collectively as "Superior Instruments." Tenant also agrees that if the holder of any Superior Instrument elects to have this lease be superior to its Superior Instrument and gives notice of its election to Tenant, then this lease shall be superior to the lien of any such lease, mortgage or deed of trust and all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed of trust, . Tenant further agrees to execute and deliver to Landlord such further instru­ments consenting to or confirming the subordination of this Lease to any mortgage and to any ground lease, underlying lease and containing such other related provisions which may be reasonably requested in writing by Landlord, or like encumbrance affecting any part of the Real Property by Landlord’s mortgagee or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shallground lessor, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver receipt of such written request. As long as Tenant is not in Default under this Lease, this paragraph shall not result in a disturbance or interference with Tenant’s Permitted Usage of the Premises or Tenant’s rights hereunder. In the event of any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or transfer in lieu of foreclosure or other proceedings for enforcement termination of a lease in which Landlord is lessee or the foreclosure of any Superior InterestInstrument, or sale of the Property pursuant to any Superior Instrument, Tenant shall immediately attorn to the Purchasersuch purchaser, transferee or lessor and recognize such party as landlord under this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinLease, provided that Purchaser such party acquires and accepts the Real Property or the Building Premises subject to this Leaselease. Upon Purchaser’s request, including The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such request made by reason foreclosure sale or transfer. As long as Tenant is not in Default under this Lease, this paragraph shall not result in a disturbance or interference with Tenant’s Permitted Usage of the termination Premises or Tenant’s rights hereunder. Tenant and Landlord shall execute Landlord’s existing mortgage lender’s current form of this Lease as Subordination, Nondisturbance And Attornment Agreement (a result copy of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice which has been provided to Tenant, elect ). Landlord will then use commercially reasonable efforts to have this Lease be prior and superior to such Superior Interestobtain the lender’s signature thereon.

Subordination and Attornment. This Lease is expressly made subject and Lease, at the Landlord’s option, shall be subordinate to any mortgage, deed of trusttrust (now or hereafter placed upon the Property), ground lease, underlying lease or like encumbrance affecting declaration of covenants (now or hereafter placed upon the Property) regarding maintenance and use of any part areas contained in any portion of the Real Property Property, and to any and all advances made under any mortgage or any interest deed of Landlord therein which is now existing or hereafter executed or recordedtrust and to all renewals, any present or future modificationmodifications, amendment or supplement consolidations, replacements and extensions hereof. The Tenant agrees that with respect to any of the foregoingforegoing documents, and no documentation, other than this Lease, shall be required to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding If any holder of a mortgage or deed of trust shall elect to have this lease superior to the foregoinglien of its mortgage or deed of trust and shall give written notice thereof to the Tenant, this Lease shall be deemed prior to such mortgage or deed of trust whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or the date of recording thereof. The Tenant shallagrees to execute such documents which may be required to effectuate such subordination or to make the Lease junior to the lien of any mortgage or deed of trust, as the case may be, and failing to do so within ten (10) days after Landlord’s requestwritten demand, execute the Tenant does hereby make, constitute and deliver to Landlord a document evidencing irrevocably appoint the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as the Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails Tenant’s name, place and stead, to do so within such timeso. If the interest of Landlord in the Real Property or the Building is transferred The Tenant hereby attorns to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such sale, through foreclosure of a deed of trust or other proceedingsmortgage, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofor otherwise. Notwithstanding the subordination foregoing, the Tenant’s possession and the terms of this Lease to Superior Interests as set forth above, lease shall not change or be disturbed if the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestTenant is not in default hereunder.

Subordination and Attornment. 20.1 This Lease is expressly made shall be subject and subordinate to any and all mortgages (as hereinafter defined) now or hereafter encumbering the Premises or any part thereof and placed thereon by Landlord and to all renewals, modifications, replacements, and extensions of such mortgages; provided, however, that the subordination herein contained shall not be effective with respect to any mortgage, unless and until the holder of such mortgage shall execute and deliver a non-disturbance and attornment agreement in favor of Tenant, providing that in the event its mortgage shall be foreclosed or the holder of the mortgage accepts a duly recorded deed in lieu of foreclosure, so long as no event of default shall have occurred and be continuing hereunder, and so long as Tenant shall attorn to the purchaser upon foreclosure, or the owner of the Premises pursuant to the deed in lieu of foreclosure, and continues to fully and completely perform Tenant’s duties and obligations under this Lease, the Lease shall not terminate by reason of such foreclosure or deed in lieu of foreclosure, Tenant’s possession and quiet enjoyment of the property shall not be disturbed and the purchaser, upon acceptance and recordation of the Trustee’s deed after such foreclosure or acceptance and recordation of such deed in lieu of foreclosure, its successors, or assigns, shall recognize Tenant and shall be obligated to perform fully and completely Landlord’s duties and obligations under this Lease arising from and after the date of acceptance and recordation of the Trustee’s deed or deed in lieu of foreclosure. Landlord shall promptly advise Tenant in writing if it shall enter into any mortgage affecting the Premises after the date hereof. In such event, Landlord shall use its best efforts to cause the holder of any mortgage affecting the Premises to enter into a nondisturbance agreement with Tenant substantially in the form of Exhibit D attached hereto. As used in this paragraph, the term “mortgage” shall mean any mortgage, deed to secure debt, deed of trust, ground trust deed, sale-leaseback, lease-leaseback, underlying lease or like other collateral conveyance of, or lien, or encumbrance affecting against the Premises or any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestthereof.

Subordination and Attornment. This Lease is and the right of the Tenant hereunder are expressly made subject and subordinate to the lien and provisions of any mortgage, deed of trust, . deed to secure debt. ground lease, underlying lease assignment of leases, or like encumbrance affecting other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter encumbering the Premises, the Building, the Property, or any part thereof, and all amendments, renewals, modifications and extensions of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any such Security Instrument and to all advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing or hereafter to be made upon such subordinationSecurity Instrument. Notwithstanding the foregoing, The Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact agrees to execute and deliver such further instruments, in such form as may be required by Landlord or any holder of a proposed or existing Security Instrument, subordinating this Lease to the lien of any such instrument Security Instrument as may be requested in writing by the name of Tenant if Tenant fails Landlord or holder from time to do so within such time. If In the interest event of Landlord in the Real Property foreclosure of any such Security Instrument by voluntary agreement or otherwise, or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement commencement of any Superior Interestjudicial action seeking such foreclosure, the Tenant at the request of the then Landlord shall attorn to and recognize such mortgage or purchaser in foreclosure as the Tenant's landlord under this Lease. The Tenant agrees to execute and deliver at any time upon request of such mortgagee, purchaser or their successors, any instrument to further evidence such attornment. The Tenant shall immediately attorn from time to time. upon not less than seven (7) days' prior written request by the Landlord deliver to the Purchaser, and Landlord a statement in writing certifying that this Lease shall continue is unmodified and in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereineffect, provided or, if there have been modifications, that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason as modified, is an full force and effect; providing a true, correct and complete copy of the termination Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease as and the date to which the Rent has been paid: that the Landlord is not in default under this Lease or, if in default, a result detailed description of such foreclosure default; that the Tenant is or other proceedings, Tenant shall enter is not in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder possession of the term hereofPremises. Notwithstanding as the subordination of this Lease to Superior Interests case may be; and containing such other information and agreements as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestreasonably requested.

Subordination and Attornment. (a) This Lease is expressly made Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respect to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the land and/or the Building or the Building Complex now or hereafter existing and to all mortgages, deeds of trust and building loan agreements, including leasehold mortgages, deeds of trust and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any mortgageof such leases, whether or not such mortgages or deeds of trust shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such mortgages or deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages or deeds of trust. This Paragraph shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its sole cost and expense, an instrument consistent with this paragraph, in recordable form, if required by Landlord, the lessor of any such lease or the holder of any such mortgage or deed of trust, ground or any of their respective successors in interest. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called “superior lease” and the mortgages or deeds of trust to which this Lease is, underlying at the time referred to, subject and subordinate are hereinafter sometimes called “superior mortgages”. The lessor of a superior lease or like encumbrance affecting any part the beneficiary of the Real Property a superior mortgage or any their successors in interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement are hereinafter sometimes collectively referred to any of the foregoing, and to any advances made thereunder (any as a “superior party”. It shall be a condition of the foregoing being a “Superior Interest”) without subordination that the necessity superior party shall have agreed that so long as no default exists under this Lease which is continuing beyond the expiration of any further documentation evidencing applicable grace or cure period, (1) neither the holder nor the lessor shall name or join Tenant nor any “person” (as hereinafter defined) claiming through or under Tenant as a party defendant to any action for foreclosure or other enforcement of the remedies of the holder under the superior mortgage or the lessor under the superior lease (unless required by law as a condition precedent to commencing or proceeding with any such subordination. Notwithstanding action or other enforcement proceeding); (ii) the foregoingleasehold estate, possession and use of the Premises in accordance with the terms of the Lease and all other rights of Tenant shall(and any person claiming through or under Tenant) under the Lease shall not be interfered with, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing affected or disturbed in any way by reason of the subordination of this the Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property superior mortgage or the Building is transferred to superior lease, as the case may be, or any person (“Purchaser”) enforcement or the superior mortgage or any sale pursuant to the foreclosure of the superior mortgage or any deed or assignment in lieu of foreclosure or similar devise; and (iii) the Lease shall not be terminated by the holder or lessor in connection with, or by reason of, foreclosure or other proceedings for the enforcement of any Superior Interestthe superior mortgage or the superior lease, Tenant shall immediately attorn as the case may be, or by reason of a transfer of the Landlord’s interest under the Lease pursuant to the Purchasertaking of a deed or assignment in lieu of foreclosure or similar device, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination or expiration of a superior mortgage or superior lease or any other enforcement proceedings with respect to any superior mortgage or superior lease, and the Lease shall be unaffected by any of the foregoing proceedings, provided however, this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to may be terminated if a new lease with Purchaser Lease on the same terms and conditions of and having the same priority of lien as this Lease applicable (or if not the same priority of lien, such different priority of lien shall not affect Tenant with respect to the remainder its occupancy of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior InterestPremises), upon written notice is offered to Tenant, elect Tenant and actually executed and delivered by such aforesaid holder or lessor. Landlord has obtained and delivered to have this Lease be prior and superior to such Superior InterestTenant for comment its current mortgagee’s form of a subordination agreement.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgageand all deeds to secure debt, deed mortgages, deeds of trust, ground lease, underlying lease trust or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is other security instruments (.Security Instruments.) now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any placed on the property of which the foregoingPremises are a part, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) this clause shall be self operative without the necessity of any further documentation evidencing instrument necessary to effect such subordination. Notwithstanding the foregoing; however, Tenant shallif requested by Lessor, Lessee shall promptly execute and deliver within ten (10) days after Landlord’s requestto Lessor any such certificate or certificates requested by holders of security instrument evidencing subordination of this Lease to or the assignment of this Lease as additional security for such mortgages or deeds of trust. Provided, however, in each case the holder of any Security Instrument shall agree that this Lease shall not be divested by foreclosure or other default proceedings thereunder go long as no Event of Default by Lessee shall then be subsisting under the terms of this Lease beyond the applicable cure period specified in this Lease and that such holder or acquirer shall be bound hereby and responsible to perform all obligations of Lessor under this Lease. Provided such holder or acquirer shall so agree as provided in the preceding sentence, Lessee shall continue its obligations under this Lease in full force and effect notwithstanding any such default proceedings under a Security Instrument and shall attorn to the mortgagee, trustee or beneficiary of such Security Instrument, and their successors or assigns, and to the transferee under any foreclosure or default proceedings. Lessee will, upon request by Lessor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property Lessor or the Building is transferred to any other person (“Purchaser”) pursuant designated by Lessor, any instrument or instruments in form and content reasonably acceptable to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately Lessee evidencing its agreement to so attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to perform under this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. Landlord reserves the right to place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease is expressly made and any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any mortgageliens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant agrees to execute and deliver upon demand (and to cause all sublessees and assignees under Tenant to execute and deliver upon demand) such instruments subordinating this Lease (and all subleases and assignments pursuant to this Lease) to any such lien or encumbrance as shall be required by Landlord. In the event Landlord's interest in the Leased Premises is derived from a lease from another party and said Lease should be terminated by the other party, deed Tenant agrees to attorn (and to cause all sublessees and assignees under Tenant to so attorn) to the other party, its successors and assigns as Landlord on this Lease. In the event any proceedings are brought for the foreclosure of trustany mortgage on the Leased Premises, ground leaseTenant will attorn (and Tenant will cause all sublessees and assignees under Tenant to so attorn) to the purchaser at foreclosure sale and recognize the purchaser as the Landlord under this Lease. The purchases by virtue of such foreclosure shall be deemed to have assumed, underlying lease as substitute Landlord, the terms and conditions of this Lease until the resale or like encumbrance affecting any part other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the Real Property validity of any then existing claims of Tenant (or the claims of any interest sublessees or assignees under Tenant) against the prior Landlord. Tenant agrees to execute and deliver (and to cause all sublessees and assignees under Tenant to execute and deliver) such further assurance and other documents (including but not limited to a new lease upon the same terms and conditions as this lease) confirming the foregoing as such purchaser may reasonably request. Tenant on behalf of itself and on behalf of all sublessees and assignees under Tenant waives any right of election to terminate this Lease because of any such foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement as Tenant's attorney-in-fact to execute (and to deliver to any third party) any documents hereinabove required to be executed by Tenant, for and on behalf of the foregoingTenant, and if Tenant shall have failed to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after the request therefor by Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease is expressly made shall be subordinate and subject to all ground and subordinate underlying leases and to any mortgagefirst mortgages thereon and to any first mortgages covering the fee or ground leasehold interest of the project, deed of trustand to all renewals, consolidations, amendments, modifications or replacements thereof; provided, however, that with respect to any existing ground lease, underlying lease or like encumbrance affecting any part of and/or mortgage, simultaneously with the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination execution of this Lease and, with respect to a particular Superior Interest. Tenant hereby irrevocably appoints any future mortgage or ground or underlying lease, on or before the effective date thereof, Landlord as Tenant’s attorney-in-fact to execute and deliver shall obtain from the mortgagee, or the lessor under any such instrument lease a written agreement with Tenant in substantially the name of Tenant if Tenant fails to do form attached hereto and marked Exhibit H. The agreement shall be binding on their respective legal representatives, successors and assigns and shall provide, among other provisions, that so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and long as this Lease shall continue be in full force and effect and the Tenant is not in default hereunder beyond any applicable notice and grace periods (1) Tenant shall not be joined as a direct lease between defendant in any proceeding which may be instituted or to foreclose or enforce the Purchaser mortgage or lease; (2) Tenant's possession and Tenant on use of the terms and conditions set forth herein, provided that Purchaser acquires and accepts project in accordance with the Real Property provisions of this Lease shall not be affected or the Building subject to this Lease. Upon Purchaser’s request, including any such request made disturbed by reason of the termination subordination to or any modification of or default under the mortgage or lease; and (3) the mortgagee or lessor will make available to Landlord the insurance proceeds payable under policies of insurance required to be carried by Landlord in Article 21 for the purposes agreed upon in Article 9 If any such lessor or mortgagee or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant's landlord and the successor-landlord will accept such attornment and recognize Tenant's rights of possession and use of the Leased Property in accordance with the provisions of this Lease as a result Lease. This clause shall be self-operative and no further instrument of such foreclosure attornment or other proceedings, Tenant recognition shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestrequired.

Subordination and Attornment. This Lease Lease, along with all rights of Tenant hereunder, is expressly made and shall be subject and subordinate to to: (a) all ground leases encumbering all or any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part portion of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedProject (each, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior InterestLease”); (b) without all mortgages or deeds of trust encumbering all or any portion of the necessity Project (each, a “Superior Mortgage”), whether or not affecting properties or interests other than the Premises or the Project; (c) each and every advance made or hereafter to be made under each Superior Mortgage; (d) all renewals, modifications, replacements and extensions of any further documentation evidencing Superior Lease; and (e) all renewals, modifications, replacements, extensions, spreaders and consolidations of any Superior Mortgage (all such subordinationinterests in clauses (a) through (e) collectively, whether in existence as of the date of this Lease, or first encumbering all or any portion of the Project after the date of this Lease, being referred to as the “Superior Interests,” and each holder of any such Superior Interest [including its successors in interest], a “Superior Interest Holder”). Landlord hereby represents to Tenant that there is no Superior Interest which exists as of the date of this Lease. Notwithstanding the foregoing, Tenant shallany Superior Interest Holder may elect, within ten at any time, to subordinate its Superior Interest to the lien of this Lease. If any Superior Interest Holder succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (10) days after such party so succeeding to Landlord’s requestrights herein called “Successor Landlord”), execute then Tenant shall attorn to and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints recognize such Successor Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaserunder this Lease, and this Lease shall continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant, and Successor Landlord shall not disturb Tenant’s quiet enjoyment and possession of the Premises for so long as Tenant on faithfully performs its obligations under the terms and conditions Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, act or omission of any Landlord having an interest in the Project prior to the date such Successor Landlord acquires title thereto; (x) subject to any defense that accrued to Tenant prior to such date, or (y) bound by any modification of the Lease made without the prior written consent of such Successor Landlord, unless such modification is made before Tenant receives written notice of the Superior Interest held by such Successor Landlord; or (z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth herein, provided that Purchaser acquires in this Section 22.2 shall be self-operative and accepts the Real Property or the Building subject no further agreement of Tenant shall be necessary in order to this Lease. Upon Purchaser’s request, including effect any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedingssubordination and attornment; however, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable respect to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder interest of any Superior Interest may at Holder first encumbering all or any time (including as part portion of foreclosure or other proceedings for enforcement the project after the date of such Superior Interest), upon written notice this Lease and to Tenant, elect to have which Landlord intends that this Lease be prior subordinate to the interest of the Superior Interest Holder, Landlord shall provide to Tenant a Subordination, Non-Disturbance and superior Attornment Agreement (an “SNDA”) on a commercially reasonable form (in the context of a creditworthy tenant similar to the creditworthiness of Tenant and occupying space in a first class office central business district high rise office building located in a major metropolitan city such Superior Interestas Los Angeles, Chicago, New York or San Francisco) of an institutional lender or major life insurance company.

Subordination and Attornment. This Lease is expressly made subject and subordinate to (i) the lien of any mortgage, deed of trust, ground lease, underlying lease Mortgage which may now or like encumbrance affecting any hereafter encumber all or part of the Real Property or Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any interest of Landlord therein which is now existing or hereafter executed or recordedapplicable cure period hereunder, any present or future modification, amendment or supplement to any Txxxxx’s possession of the foregoing, and Premises shall not be disturbed. In order to confirm such subordination (and/or any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord’s request, execute and deliver to Landlord a or any Mortgage holder, any certification, instrument or other document evidencing the subordination of this Lease required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Txxxxx acknowledges and agrees that its failure to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument statement in the name of Tenant if Tenant fails to do so within such timea timely manner is a Default under this Lease. If the interest interests of Landlord in the Real Property or the Building is under this Lease shall be transferred to any person (“Purchaser”) pursuant to or by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Superior InterestMortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall immediately be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the PurchaserNew Owner as its Landlord, and (iv) so long as this Lease shall continue is in full force and effect as a direct lease between the Purchaser and Tenant on is not in default beyond any applicable cure period hereunder at the terms time of transfer to New Owner, this Lease shall remain in full force and conditions set forth herein, provided that Purchaser acquires effect and accepts the Real Property or the Building subject to this Lease. Upon PurchaserNew Owner shall not disturb Tenant’s request, including any such request made by reason use and possession of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofPremises. Notwithstanding the subordination of anything in this Lease to Superior Interests as set forth abovethe contrary, neither the holder of any Superior Interest may at any time Mortgage, its successors or assigns (including as part whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for enforcement any act, omission and/or breach of such Superior Interest)the Lease by Landlord other than continuing defaults, upon written notice to Tenantor bound by (a) any offsets or defenses which Tenant might have against Landlord, elect to have (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease be made subsequent to the granting of the Mortgage by Landlord without its prior and superior to such Superior Interestwritten consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.

Subordination and Attornment. This 10.1 Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination Tenant agrees that this, Lease is expressly made 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 the Building or the Real Property or both, and (b) the lien of any mortgage, mortgage or deed of trusttrust that may now exist or hereafter be executed in any amount for which the Building, the Real Property, 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, notwithstanding any subordination of any ground lease, underlying lease or like encumbrance affecting any part Hen to this Lease, attorn to and become the Tenant of the Real Property or any successor in interest to Landlord; provided that such successor in interest shall recognize all of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement Tenant's rights hereunder. Tenant covenants and agrees to any of the foregoing, execute and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shalldeliver, within ten (10) days after Landlord’s requestof demand by Landlord and in the form reasonably requested by landlord, execute and deliver to Landlord a document any additional documents evidencing the priority or subordination of this Lease with respect to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property ground leases or underlying leases or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement lien of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property such mortgage or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason deed of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesttrust.

Subordination and Attornment. This Landlord may transfer, assign, mortgage and convey in whole or in part the Building or the Land, and any and all of its rights under this Lease, and noting herein shall be construed as a restriction on Landlord's right to do so. Tenant hereby subordinates this Lease is expressly made subject and subordinate all rights of Tenant hereunder to the lien of any mortgage, mortgage or deed of trusttrust now or hereafter placed against the Premises, ground leaseand all renewals substitutions and extensions thereof, underlying lease and all such liens are superior to and prior to this Lease. If a mortgagee or like encumbrance affecting other lienholder acquires the Premises as a purchaser at a foreclosure sale (any part such mortgagee or other lienholder or purchaser at a foreclosure sale being each hereinafter referred to as the "Purchaser at Foreclosure"), then Tenant shall (at the sole and absolute election of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedPurchaser at Foreclosure) thereafter remain bound to the same effect as if a new and identical Lease between the Purchaser at Foreclosure, any present or future modificationas Landlord, amendment or supplement to any and Tenant, as Tenant, had been entered into for the remainder of the foregoing, and to any advances made thereunder (any Term of the foregoing being a “Superior Interest”) without Leaser in effect at the necessity of any further documentation evidencing such subordinationtimx xx xoreclosure. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s on request, execute and deliver any certificate or instrument necessary desirable further to Landlord a document evidencing effect the subordination of this Lease to the mortgage or deed of trust liens, or to confirm a particular Superior Interestlienholder's election to continue the Lease in effect after foreclosure, as above provided. Tenant shall attorn and pay rent to the Purchaser at Foreclosure as if that party were a signatory to this Agreement. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact to execute and deliver any such certificate or instrument time to subordinate its lien to this Lease and to Tenant's rights hereunder such that a foreclosure of that lien will result in the name purchase of the affected property subject to the rights of Tenant if hereunder, and Tenant fails has no right or ability to do so within such timeunilaterally prevent that result. If the interest of On an act or omission by Landlord in the Real Property which might allow Tenant to terminate this Lease or the Building is transferred to any person (“Purchaser”) pursuant to claim a partial or in lieu of foreclosure or other proceedings for enforcement of any Superior Interesttotal eviction, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including not exercise any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in right until (i) it has given written notice to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part mortgage, deed of foreclosure trust or other proceedings lien on the Premises, of the act or omission, and (ii) a reasonable period for enforcement remedying the act or omission has elapsed following the giving of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnotice.

Subordination and Attornment. This Xxxxxx agrees that this Lease is expressly made shall be subject and subordinate to any mortgagemortgages or Deeds of Trust now or hereafter placed upon the Premises and to all modifications thereto, and to all present and future advances made with respect to any such mortgage or deed of trust. Xxxxxx agrees, ground leaseat any time during the term of this Lease, underlying lease to execute any and all COMMERCIALLY REASONABLE documents necessary to effectuate this subordination, which Landlord may REASONABLY request. Xxxxxx agrees to attorn to the mortgagee, trustee, or like encumbrance affecting beneficiary under any part such mortgage or deed of trust or the purchaser at a sale pursuant to the foreclosure thereof. In the event of the Real Property sale, assignment, or transfer by Landlord of its interest in the Premises to a successor in interest who expressly assumes the obligation of the Landlord hereunder, the Landlord shall thereupon be released or discharged from all of its covenants and obligations hereunder, except such obligations shall have accrued prior to any such sale, assignment or transfer; and Xxxxxx agrees to look solely to any successor in interest of the Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity for performance of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior InterestAFTER-ARISING obligations. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact shall have FIFTEEN (15) BUSINESS days from its receipt of Landlord's request to deliver any such fully executed documents to Landlord. Xxxxxx's failure to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timedocuments shall constitute a default hereunder. If the interest of Landlord in the Real Property or the Building is transferred to any person LANDLORD ACKNOWLEDGES AND AGREES THAT LANDLORD'S DELIVERY TO TENANT OF A COMMERCIALLY REASONABLE NON-DISTURBANCE AGREEMENT (“Purchaser”"NON-DISTURBANCE AGREEMENT") pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior InterestIN FAVOR OF TENANT FROM ANY GROUND LESSORS, Tenant shall immediately attorn to the PurchaserMORTGAGE HOLDERS OR LIEN HOLDERS OF LANDLORD WHO LATER COME INTO EXISTENCE AT ANY TIME PRIOR TO THE EXPIRATION OF THE TERM OF THIS LEASE SHALL BE IN CONSIDERATION OF, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinAND A CONDITION PRECEDENT TO, provided that Purchaser acquires and accepts the Real Property or the Building subject to this LeaseTENANT'S AGREEMENT TO BE BOUND BY THE PROVISIONS OF THIS SECTION 15. Upon Purchaser’s requestXXXXXXXX WARRANTS THAT SAID PROPERTY IS NOT CURRENTLY UNDER A GROUND LEASE, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestMORTGAGE OR LIEN.

Subordination and Attornment. This Lease is expressly made subject and subordinate 18.1. Notwithstanding anything contained herein to the contrary, Lessor’s ownership interest in the Tax-Exempt Facilities shall be superior to any mortgage, leasehold mortgage or deed of trusttrust on the Tax-Exempt Facilities (including the Deed of Trust), ground lease, underlying lease and such leasehold mortgage or like encumbrance affecting any part deed of trust shall take subject to same with the intent of the Real Property parties being that a foreclosure of such leasehold mortgage or deed of trust shall in no event eliminate Lessor’s ownership interest. In addition, any such leasehold mortgage or deed of trust shall survive the termination of the Facilities Lease (including, without limitation, a rejection of this Facilities Lease in a bankruptcy or other insolvency proceeding) provided that such leasehold mortgagee or deed of trust trustee or beneficiary or any designator successor (the “Successor”) affirmatively assumes all of Lessee’s obligations hereunder within one hundred twenty (120) days after succeeding to Lessee’s interest or the date of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any termination of the foregoingFacilities Lease, whichever is later; provided that enforcement of any obligations of the Trustee as Successor shall be limited to the Trustee’s interest in property subject to such leasehold mortgage or deed of trust and to the Trust Estate and no claim shall be brought against the Trustee personally in connection with such obligations. Until such Successor is appointed and has so assumed all such obligations, Lessor may appoint a temporary operator to maintain and shutdown or operate the Tax-Exempt Facilities (in Lessor’s sole discretion), and the expenses thereof incurred by Lessor or its temporary operator shall be reimbursed to any advances made thereunder (any of Lessor by the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, Successor within ten (10) business days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timewritten request from Lessor. If the interest Successor fails to expressly assume in writing all of Landlord in Lessee’s obligations hereunder within the Real Property or the Building is transferred to any person one hundred twenty (“Purchaser”120) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interestday period provided above, Tenant shall immediately attorn to the Purchaser, and this Facilities Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including automatically terminate without any such request made by reason further rights of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestredemption.

Subordination and Attornment. This Lease, at Landlord’s option, shall be subordinate to any mortgage, deed of trust (now or hereafter placed upon the Building Complex), ground lease or declaration of covenants (hereafter placed upon the Building Complex) regarding maintenance and use of any areas contained in any portion of the Building Complex, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage or deed of trust shall elect for this Lease to be superior to the lien of its mortgage or deed of trust, and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage or deed of trust, whether this Lease is expressly made subject dated earlier or later than the date of said mortgage or deed of trust or the date of recording thereof. Tenant agrees to execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be, and by failing to do so within ten (10) days after written demand, Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure of a deed of trust or mortgage, or otherwise. Notwithstanding the foregoing, Tenant shall only be obligated to subordinate its leasehold interest to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting declaration of covenants now or hereafter placed upon the Building Complex if the holder of such mortgage or deed of trust or the landlord under such ground lease or the declarant under such declaration of covenants will grant to Tenant a nondisturbance agreement, using the form of document then being employed by such holder, landlord or declarant for such purposes, which will provide that Tenant, notwithstanding any part default of Landlord hereunder, shall have the right to remain in possession of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of Premises described herein in accordance with the foregoing, terms and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination provisions of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord for so long as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue not be in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to default under this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Tenant shall, upon Xxxxxxxx’s request, subordinate this Lease is expressly made subject and subordinate to the lien of any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is mortgage now existing or hereafter executed placed upon Landlord’s interest in the Leased Premises or recordedupon any buildings hereafter placed upon the land of which the Leased Premises form a part. In addition, upon the request of Landlord, Tenant shall subordinate its rights hereunder to the lien of any present mortgage or future modificationmortgages or the lien or security interest from any other method of financing or refinancing (hereafter collectively referred to as “Mortgage”) now or hereafter against the Facility and the land upon which it is situated, amendment Landlord’s interest therein, or supplement the Leased Premises and the buildings now or thereafter built or to any of be built in the foregoingFacility, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordinationall renewals, modifications, replacements, consolidations, and extensions thereof. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, shall execute and deliver to Landlord a document evidencing the subordination of deliver, upon demand, such further instrument or instruments subordinating this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver the lien of any such instrument in Mortgage, provided any subordination shall be upon the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and express condition that this Lease and any extension or renewal hereof shall continue remain in full force and effect as a direct lease between during the Purchaser Lease Term, notwithstanding any default in the payment and performance of such Mortgage and notwithstanding any foreclosure proceedings with respect thereto; provided, however, that Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason shall perform all of the termination of this Lease as a result of such foreclosure or other proceedingsterms, Tenant shall enter in to a new lease with Purchaser on the terms covenants, and conditions of this Lease applicable by it undertaken to be performed. Tenant shall, in the event that any proceedings are brought for the foreclosure of any Mortgage made by Landlord covering that Leased Premises, attorn to the remainder of the term hereof. Notwithstanding the subordination of purchaser upon such foreclosure and recognize such purchaser as Landlord under this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLease.

Subordination and Attornment. This Tenant acknowledges that this Lease is expressly subject and subordinate to all leases in which Landlord is lessee and to any mortgage or deed of trust now in force against the Building and to all advances made or hereafter to be made thereunder, or any amendments or modifications thereof. Tenant also agrees that this Lease shall be subject and subordinate to any mortgagefuture leases in which Landlord is lessee and to any future first mortgage or deed of trust hereafter in force against the Building and to all advances made or hereafter to be made thereunder, or any amendments or modifications thereof (all such existing and future leases, mortgages and deeds of trust referred to collectively as "Superior Instruments"). Tenant also agrees that if the holder of any Superior Instrument elects to have this Lease superior to its Superior Instrument and gives notice of its election to Tenant, then this Lease shall be superior to the lien of any such lease, mortgage or deed of trust and all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property . If requested in writing by Landlord or any interest first mortgagee or ground lessor of Landlord therein which is now existing or hereafter executed or recordedLandlord, any present or future modification, amendment or supplement Tenant agrees to any execute a subordination agreement required to further effect the provisions of this paragraph. In the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity event of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or transfer in lieu of foreclosure or other proceedings for enforcement termination of a lease in which Landlord is lessee or the foreclosure of any Superior InterestInstrument, or sale of the Building pursuant to any Superior Instrument, Tenant shall immediately attorn to the Purchasersuch purchaser, transferee or lessor and recognize such party as landlord under this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinLease, provided that Purchaser such party acquires and accepts the Real Property or the Building Leased Premises subject to this Lease. Upon Purchaser’s request, including The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such request made by reason of the termination of this Lease as a result of such foreclosure sale or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesttransfer.

Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “"Superior Interest”") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s 's request, execute and deliver to Landlord a document evidencing the evidxxxxxx xhe subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact acknowledges and agrees that its failure to timely execute and deliver any such instrument in document, where such failure shall continue for five (5) Business Days after written notice thereof from Landlord, may cause Landlord serious financial damage by causing the name failure of Tenant if Tenant fails a financing transaction and giving Landlord all of its rights and remedies under Paragraph 25 below, including its right to do so within damages caused by the loss of such timefinancing. If the interest of Landlord in the Real Property or the Building is transferred to any person (“"Purchaser”") pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, unless Purchaser shall elect otherwise (pursuant to such enforcement proceedings or otherwise), Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full fill force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building . This Lease is further subject to that certain Master Declaration of Easements, Covenants, Conditions and Restrictions For Hills Plaza Subdivision (the "Master Declaration"), dated February 21, 1991, recorded on February 28, 1991, in Reel No. F322, image No. 0357, in the Official Records of the City and County of San Francisco, California. Notwithstanding the foregoing, if a Superior interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement with rexxxxx xxereto as described in Paragraph 21.b. Upon Purchaser’s request, including any below and otherwise in such request made by reason of the termination of this Lease as holder's reasonable form shall be a result of such foreclosure or other proceedings, Tenant shall enter in condition to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease thereto. Landlord shall pay any fees or charges required by such holder in order to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of obtain such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnon-disturbance agreement.

Subordination and Attornment. Lxxxxxxx’s interest herein may be assigned as security at any time to any Encumbrancer. This Lease is expressly made and all of Tenant’s rights hereunder shall be subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingand all Encumbrances, and to any and all advances made thereunder (any of or hereafter made on the foregoing being a “Superior Interest”) security thereof or Landlord’s interest therein, all without the necessity of any further documentation evidencing instrument executed or delivered by or on the part of Tenant for the purpose of effectuating such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. Upon any termination or foreclosure (or any delivery of a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or deed in lieu of foreclosure or other proceedings for enforcement foreclosure) of any Superior InterestEncumbrance, Tenant Tenant, upon request, shall immediately attorn to the PurchaserEncumbrancer or purchaser or any successor thereto and shall recognize such party as Landlord hereunder; provided, and however that Landlord shall have obtained for the benefit of Tenant from any Encumbrancer a commercially reasonable non-disturbance agreement which provides, among other things, that so long as there is no Event of Default continuing hereunder, this Lease shall continue in full force and effect as a direct lease between the Purchaser not be terminated and Tenant on shall be entitled to the terms benefit of each of the agreements, terms, covenants and conditions set forth herein. Tenant covenants and agrees to execute and deliver, provided that Purchaser acquires and accepts the Real Property upon reasonable written demand, such further commercially reasonable instruments evidencing such subordination or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination superiority of this Lease to Superior Interests any such Encumbrance, and such attornment, as set forth above, may be required by Landlord or by the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement Encumbrancer of such Superior Interest)Encumbrance. Landlord shall pay all costs and expenses charged by any Encumbrancer in connection with obtaining any subordination, upon written notice non-disturbance and attornment agreement required to Tenant, elect be delivered pursuant to have this Lease be prior and superior to such Superior InterestSection 21.1.

Subordination and Attornment. (a) This Lease is expressly made and shall be subject and subordinate to any mortgageall Mortgages and Superior Leases, deed of trustand Tenant shall attorn to such Mortgagee or Lessor, ground lease, underlying lease or like encumbrance affecting any part of the Real Property its successors in interest or any purchaser in a foreclosure sale; provided, however, as a condition to Tenant’s agreement to subordinate Tenant’s interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of in this Lease to a particular the lien of any Mortgage and/or any Superior Interest. Lease Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver shall receive from each Mortgagee or Lessor, an agreement (any such instrument agreement, a “Non-Disturbance Agreement”), in the name standard form customarily employed by such Mortgagee or Lessor (which conforms to the provisions of this Article 9 and is otherwise reasonably satisfactory to Tenant), pursuant to which such Mortgagee or Lessor shall agree that, if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and the rights of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage or which such Lessor shall take to terminate such Superior Lease, as applicable, and that the successor landlord (whether Mortgagee, its nominee or designee, any purchaser at a foreclosure sale, or such other person, or such person’s successors or assigns, or designee, together with the successors and assigns of such successor landlord, “Successor Landlord”) shall recognize this Lease as being in full force and effect as if it were a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the terms terms, covenants, conditions and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject options granted to Tenant under this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease except as a result of such foreclosure or other proceedings, Tenant shall enter otherwise provided in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term Section 9.1(b) hereof. Notwithstanding the subordination of [***] Certain information in this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time document has been omitted from this exhibit because it is both (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease i) not material and (ii) would be prior and superior to such Superior Interestcompetitively harmful if publicly disclosed.

Subordination and Attornment. 33.01 This Lease is expressly made subject and subordinate to any each and every ground, overriding or underlying lease of the Land, the Unit or the Building heretofore or hereafter made by Landlord, including, without limitation the Ground Lease (collectively the “Superior Leases”) and to each and every trust indenture and mortgage, deed of trustincluding, ground leasewithout limitation, underlying lease leasehold mortgages whether such trust indenture, mortgage or like encumbrance affecting leasehold mortgage shall cover other lands or buildings or leases (collectively the “Mortgages”) which may now or hereafter affect all or any part of the Real Property Land, the Unit, the Building or any such Superior Lease and the leasehold interest of Landlord therein which is now existing or hereafter executed or recordedcreated thereto, any present or future modification, amendment or supplement to any of the foregoingsubstitutions therefor, and to any advances made thereunder (thereunder. This Article 33 shall be self-operative and no further instrument of subordination need be delivered for the subordination described herein to be effective. However, Tenant shall execute promptly any of certificate that Landlord, the foregoing being a “lessor under any such Superior Interest”) without Lease or the necessity holder of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute Mortgage may request and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact fact, coupled with an interest, to execute and deliver any such instrument in the name certificate(s) for and on behalf of Tenant if Tenant fails shall fail to do so within such timefive (5) days after request from Landlord. If The lessor of a Superior Lease or its successor-in-interest at the interest of Landlord in the Real Property or the Building time referred to is transferred to any person (sometimes hereinafter called a “PurchaserSuperior Lessor”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and the holder of a Mortgage or its successor-in-interest at the time referred to is sometimes hereinafter called a “Mortgagee”. A Mortgagee may elect that this Lease shall continue in full force have priority over its Mortgage and effect as a direct lease between upon notification of the Purchaser and Tenant on by such party, this Lease shall be deemed to have priority over such Mortgage, regardless of the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to date of this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. 46. A. This Lease is expressly made lease and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgage(a) all present and future ground leases, deed superior leases, and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property land on which the Building stands ("Land") and the Building or any interest of Landlord therein portion thereof (collectively, the "Superior Lease"), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which is may now existing or hereafter executed affect the Land, the Building or recorded, any present or future modification, amendment or supplement to any of the foregoing, Superior Lease and to any all advances made thereunder (any collectively the "Superior Mortgage"), and (c) all amendments, modifications, supplements, renewals, substitutions, refinancings and extensions of the foregoing being a “Superior Interest”) without Lease and the necessity Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The subordination set forth in the preceding sentence shall only be effective if the holder of any further documentation evidencing future Superior Mortgage (a "Superior Mortgagee") or future Superior Lease (a "Superior Lessor") shall grant to the named Tenant herein a so-called nondisturbance agreement or recognition agreement, as the case may be, which shall be on such subordinationSuperior Mortgagee's or Superior Lessor's standard form which shall be in form reasonably acceptable to Tenant and such Superior Mortgagee or Superior Lessor; subject, however, to the provisions of subparagraph D below. Notwithstanding the foregoing, Landlord shall have no obligation to deliver such nondisturbance or recognition agreement for the benefit of the named Tenant shall, within ten (10) days after Landlord’s request, herein if Tenant shall be in default of any monetary obligation or material non-monetary obligation hereunder beyond the expiration of any applicable notice and/or grace period. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute and deliver deliver, at its own expense, any instrument, in recordable form if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request to Landlord a document evidencing the subordination of evidence such subordination. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to a particular Tenant, this Lease shall be deemed to have priority over such Superior InterestMortgage. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument If, in connection with the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property obtaining, continuing or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement renewing of any Superior InterestMortgage, Tenant the Superior Mortgagee shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination reasonable modifications of this Lease as a result condition of such foreclosure or other proceedingsfinancing, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth abovewill not unreasonably withhold its consent thereto, the holder of any Superior Interest may at any time (including as part of foreclosure provided such modifications do not increase Tenant's obligations hereunder or other proceedings for enforcement of such Superior Interest), upon written notice to adversely affect Tenant, elect to have this Lease be prior and superior to such Superior Interest's rights hereunder.

Subordination and Attornment. This a. Subject to Paragraph 21.b. below, this Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property Premises or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time). If the interest of Landlord in the Real Property Premises or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property Premises or the Building subject to this LeaseLease and recognizes Tenant's rights hereunder. Upon Purchaser’s 's request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days Business Days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant, provided that such document (a “SNDA”) contains such lender’s attorneycustomary and commercially reasonable non-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timedisturbance provisions. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest. In the event of any inconsistency between an SNDA received by Tenant pursuant to the above and any other provision of this Paragraph 21, the provisions of the SNDA shall govern as to that lender.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgage, mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is trust now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of placed in the foregoing, Building and to any advances made thereunder (any renewal, modification, consolidation, replacement or extension of such mortgage or deed of trust and the foregoing being a “Superior Interest”) without the necessity addition of any other mortgage or deed of trust granted after the date of execution of this Lease. This clause shall be self-operative, and no further documentation evidencing such subordinationinstrument of subordination shall be required. Notwithstanding the foregoing, Tenant shall, within ten Within five (105) days after written request by Landlord’s request, Tenant shall execute and deliver any documents which may be desirable to Landlord a document evidencing conform the subordination of this Lease to a particular Superior InterestLease. Tenant Landlord is hereby irrevocably appoints Landlord as Tenant’s appointed agent and attorney-in-fact of Tenant to execute and deliver any all such instrument subordination instruments in the name of Tenant if event Tenant fails to do so execute said instruments within fifteen (15) days after notice from Landlord demanding the execution thereof. Landlord shall request a non-disturbance agreement from the lender, although Landlord makes no representation or guaranty that such timenon-disturbance agreement can be obtained. If Tenant agrees that in the event of a sale, transfer, or assignment of the Landlord's interest in the Building or any part thereof, including the Premises, to attorn to and to recognize such sale, transfer or assignment and such purchaser, transferee, assignee or mortgagee as Landlord under the Lease. Upon such an attornment by Tenant, the successor in interest of the Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and under this Lease shall be subject to tenant's rights under this Lease and Tenant's rights hereunder shall continue undisturbed while Tenant is not in full force and effect as default hereunder. Each party agrees to execute a direct lease between separate agreement confirming the Purchaser and Tenant on provisions of this paragraph upon written request but the terms and conditions set forth herein, provided that Purchaser acquires and accepts failure to do so shall not affect the Real Property provisions of this o paragraph. In the event of any sale or transfer of the Building subject to this Lease. Upon Purchaser’s requestby Landlord, including any such request made by reason which includes a transfer of the termination Security Deposit, Landlord shall be relieved of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestall liability hereunder.

Subordination and Attornment. (a) This Lease and all rights of Tenant hereunder shall be subordinate to all ground leases (referred to as the "leases") of the Building or Land now or hereafter existing and to all mortgages (referred to as the "mortgages") which may now or hereafter affect the Building or Land, whether or not the leases or mortgages shall also cover other lands, buildings, or leases, to all renewals, modifications, replacements and extensions of the leases and mortgages and to spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instruments of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any lease or the holder of any mortgage or any of their respective assigns or successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is expressly made subject and subordinate is herein called "Superior Lease" and the lessor under a Superior Lease or its assigns or successors in interest is herein called "Superior Lessor," and any mortgage to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to is :subject and subordinate is herein called "Superior Mortgage" and the holder of a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Mortgage is herein called "Superior Mortgagee." If a Superior Lessor or Superior Mortgagee requires that such instruments be executed by Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails , Tenant's failure to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant 10 days after request therefor shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as be deemed a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to material default under this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease is expressly made subject and shall be subordinate to any mortgage, mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is trust now existing or hereafter executed placed upon the Land, the Building or recordedthe Premises, any present created by or future modification, amendment or supplement to any at the instance of the foregoingLandlord, and to any and all advances to be made thereunder and to interest thereon and all modifications, renewals and replacements or extensions thereof (any of "Landlord's Mortgage"); provided, however, that the foregoing being a “Superior Interest”) without the necessity holder of any further documentation evidencing Landlord's Mortgage or any person or persons purchasing or otherwise acquiring the Land, Building or Premises at any sale or other proceeding under any Landlord's Mortgage may elect to continue this Lease in full force and effect and, in such subordinationevent, Tenant shall attorn to such person or persons. Notwithstanding the foregoing, if a lender requires that the Lease be subordinate to any mortgage recorded after the date of the Lease affecting the Property, the Lease shall be subordinate to such mortgage if Landlord first obtains from such lender a written statement providing that so long as Tenant shallperforms its obligations under the Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or procedures, taken under the mortgage, shall affect Tenant's rights under this Lease. Tenant shall execute, acknowledge and deliver documents which the Holder of any Landlord's Mortgage may require to effectuate the provisions of this Section 20 within ten (10) days of the date of Landlord's request therefor. In the event of any transfer of Landlord's interest in the Premises or in the Property, other than a transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after Landlord’s requestthe date of such transfer and such transferee shall have no obligation or liability with respect to any matter occurring or arising prior to the date of such transfer, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interestexcept for any Security Deposit held. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact agrees to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinsuch transferee, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason transferee assumes all of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLandlord's responsibilities.

Subordination and Attornment. 30.1 This Lease is expressly made subject and Lease, at Landlord’s option, shall be subordinate to any present or future: mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting declaration of covenants regarding maintenance and use of any part areas contained in any portion of the Real Property or Building, and to any interest of Landlord therein which is now existing or hereafter executed or recorded, and all advances made under any present or future modificationmortgage and to all renewals, amendment or supplement to any of the foregoingmodifications, consolidations, replacements, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity extensions of any further documentation evidencing or all of same; provided, however, that Tenant’s quiet possession and all other rights of Tenant under this Lease will not be disturbed so long as no Event of Default has occurred. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such subordinationmortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Notwithstanding the foregoing, Tenant shall, within Within ten (10) days after Landlordreceipt, Tenant agrees to execute such documents as may be further required to evidence such subordination (provided that such document includes the lender’s requestor mortgagee’s agreement not to disturb Tenant’s quiet possession and all other rights of Tenant under this Lease so long as an Event of Default has not occurred) or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be. Tenant’s failure to execute and deliver to Landlord a document evidencing the subordination such documents within said ten (10) day period shall, at Landlord’s option, constitute an Event of this Lease to a particular Superior Interest. Default Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact attorns to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale through foreclosure or otherwise. Lender shall use commercially reasonable efforts to obtain a subordination and non-disturbance agreement from any lender, now or in the future, whose lien is superior to Tenant’ s interest under this Lease; provided, however, that any such agreement may include commercially reasonable provisions in favor of such lender, including, without limitation, additional time on behalf of the lender to cure defaults of the Landlord and provide that (a) neither lender nor any successor-in-interest shall be bound by (i) any payment of the rent, additional rent, or other proceedingssum due under this Lease for more than 1 month in advance following the Commencement Date, Tenant shall enter in or (ii) any amendment or modification of the Lease made without the express written consent of such lender or its successor-in-interest; (b) neither lender nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) the breach of any warranties or obligations relating to a new lease with Purchaser construction of improvements on the terms and conditions Project or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of this Lease applicable any security deposit, except to the remainder of the term hereof. Notwithstanding the subordination of this Lease extent such deposits have been received by Lender; and (c) neither lender nor any successor-in-interest shall be subject to Superior Interests as set forth above, the holder of any Superior Interest may at offsets or defenses which Tenant might have against any time prior landlord (including as part of foreclosure or other proceedings for enforcement of such Superior InterestLandlord), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease Tenant is expressly made and shall be subject and subordinate at all times to (a) all ground leases or underlying leases that may hereafter be executed affecting the Premises 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 Premises; (y) any ground leases or underlying leases for the benefit of the Premises; and (z) all or any portion of Landlord's interest or estate in any of said items. Tenant acknowledges that as of the date of execution of this Lease, title to the Premises is vested in the IDB (as defined in Section 28 below) and that certain financing documentation, held by and benefiting Landlord, or Landlord's affiliate, encumbers the Premises, all in connection with a prior PILOT program previously in place at the Premises. Landlord agrees that eixxxx (x) material matters of record evidencing or otherwise executed and recorded in connection with such prior PILOT program shall be proper ly released in connection with the implementation of the contemplated PILOT Arrangement or (b) otherwise modified and amended in connection with the contemplated PILOT Arrangement which modification or amendment shall be subject to Tenant's reasonable approval as a condition to its obligations hereunder. Landlord represents that the Premises is not subject to any mortgage, deed of trust, ground lease, underlying lease mortgage or like similar encumbrance affecting any part as of the Real Property or Commencement Date, except in connection with any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any provisions of the foregoing, PILOT program to which the Premises was subject. Tenant shall execute and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shalldeliver, within ten (10) days after of Landlord’s 's request, execute and deliver to in the form reasonably requested by Landlord a document (or its lender), any documents evidencing the subordination of this Lease provided that such lender provides commercially reasonable non-disturbance assurances to a particular Superior InterestTenant in connection with any request that this Lease be subordinated to any future mortgage or deed of trust. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute covenants and deliver any such instrument in the name of agrees that Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred shall attorn to any person (“Purchaser”) pursuant successor to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLan dlord.

Subordination and Attornment. This Within one week after Landlord’s written request (which may be made from time to time throughout the Term), Tenant shall execute a Subordination, Non-Disturbance, and Attornment Agreement in the applicable Lender’s standard form (“SNDA”). The SNDA must provide Tenant with basic non-disturbance protection and may provide, among other things, that this Lease is expressly made subject and subordinate to any mortgagethe interests of the Lender (and to all renewals, modifications, consolidations, replacements, or extensions thereof), and that if the Lender succeeds to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of trustforeclosure or otherwise, ground leasethen (i) such successor landlord will not be subject to any offsets or defenses which Tenant might have against Landlord, underlying lease (ii) such successor landlord will not be bound by any prepayment by Tenant of more than one month’s installment of rent, (iii) such successor landlord will not be subject to any liability or like encumbrance affecting any part of the Real Property or any interest obligation of Landlord therein which is now existing or hereafter executed or recordedexcept those arising after such succession, any present or future modification(iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”v) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, shall promptly execute and deliver any instruments that may be necessary to Landlord a document evidencing the subordination of evidence such attornment, and (vi) on such attornment, this Lease to shall continue in effect as a particular Superior Interestdirect lease between such successor landlord and Tenant. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s its special attorney-in-fact to execute and deliver any such instrument in the name of Tenant SNDA if Tenant fails to do so deliver it to Landlord within such timethe one-week period described above. If Landlord fails to provide Tenant, within 60 days after the date of this Lease, an SNDA signed by all of its Lenders (who have an interest of Landlord in the Real Property or Premises as of such 60th day) on the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior InterestLender’s standard form, Tenant shall immediately attorn to the Purchaser, and may terminate this Lease shall continue in full force and effect as a direct lease by giving written notice of termination to Landlord between the Purchaser 61st and Tenant on 68th day following the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination date of this Lease as a result (in which case Landlord shall return to Tenant any prepaid rent and Security Deposit and neither party will have any further obligation to the other under this Lease, except for Tenant’s indemnity obligations on account of such foreclosure or other proceedingsthe period preceding the termination). Additionally, Tenant shall enter if any new Lender obtains an interest in to a new lease with Purchaser on the terms and conditions Premises after the date of this Lease applicable to Lease, Landlord shall diligently pursue an SNDA from the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnew Lender.

Subordination and Attornment. a. This Lease is expressly made subject and subordinate to the lien of any mortgage, mortgage or deed of trust, trust and to any ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without Without the necessity of any further documentation evidencing such additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Holder, this Lease will be subject and subordinate at all times to all Security Documents, which may now exist or hereafter be executed which constitute a lien upon or affect the Property or any portion thereof, or Landlord’s interest and estate in any of said items, subject in all events to Section 12.3. Notwithstanding the foregoing, Landlord reserves the right to subordinate (or cause the subordination of) any such Security Documents to this Lease. In the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building or the Premises by reason of any termination or foreclosure of any such Security Documents (and notwithstanding any subordination of such Security Document to this Lease that may or may not have occurred), Xxxxxx agrees to attorn to and become the tenant of such successor, in which event Xxxxxx’s right to possession of the Premises will not be disturbed so long as an Event of Default is not continuing. Tenant shallhereby waives any right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building, or the Premises by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute and deliver, within ten (10) business days after Landlord’s requestof receipt thereof, execute and deliver to in the form reasonably required by Landlord a document or any Holder, any additional documents evidencing the priority or subordination of this Lease and Xxxxxx’s agreement to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact attorn with respect to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior InterestSecurity Document; provided, Tenant shall immediately attorn to the Purchaserhowever, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of agreement subordinating this Lease to Superior Interests as set forth abovesuch lease, the holder mortgage or deed of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior trust shall contain a non-disturbance provision that is reasonably acceptable to such Superior InterestHolder, Landlord and Tenant in accordance with Section 12.3, below.

Subordination and Attornment. 30.1 This Lease is expressly made subject and Lease, at Xxxxxxxx's option, shall be subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modificationmortgage or deed of trust encumbering any Building included in the Premises (a “Mortgage”) (to the extent of the portion of the Premises encumbered by such Mortgage, amendment ground lease or supplement declaration of covenants regarding maintenance and use of any areas contained in any portion of the Buildings), and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Xxxxxx agrees, with respect to any of the foregoingforegoing documents other than any SNDA required hereunder, that no documentation other than this Lease shall be required to evidence such subordination. 3489-000151321/1351 Harbor Bay Pkwy -49- If any holder of a Mortgage (“Holder”) shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such Mortgage whether this Lease is dated earlier or later than the date of said Mortgage or the date of recording thereof. Tenant agrees to execute (or make reasonable good faith corrective comments to) such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any Mortgage, as the case may be, and by failing to any advances made thereunder do so within ten (any 10) business days after written demand, Xxxxxx does hereby make, constitute, and irrevocably appoint Landlord as Xxxxxx's attorney-in-fact and in Xxxxxx's name, place, and stead, to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the foregoing being Building, whether or not such ownership is acquired as a “Superior Interest”) without the necessity result of any further documentation evidencing such subordinationa sale through foreclosure or otherwise. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver as a condition to Landlord a document evidencing the subordination of this Lease to any Mortgage, Landlord shall provide a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorneyNon-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person Disturbance Agreement (“PurchaserSNDA”) pursuant from any Holder in a commercially reasonable form acceptable to or Tenant and such Holder in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, their sole discretion. Landlord represents to Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect that as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedingsEffective Date, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder there is no (a) Mortgage encumbering any portion of the term hereof. Notwithstanding Project or (b) ground lease affecting any of the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestBuildings.

Subordination and Attornment. This Lease Lease, along with all rights of Tenant hereunder, is expressly made and shall be subject and subordinate to to: (a) all ground leases encumbering all or any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part portion of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedProject (each, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior InterestLease”); (b) without all mortgages or deeds of trust encumbering all or any portion of the necessity Project (each, a “Superior Mortgage”), whether or not affecting properties or interests other than the Premises or the Project; (c) each and every advance made or hereafter to be made under each Superior Mortgage; (d) all renewals, modifications, replacements and extensions of any further documentation evidencing such subordinationSuperior Lease; and (e) all renewals, modifications, replacements, extensions, spreaders and consolidations of any Superior Mortgage (all such interests in clauses (a) through (e) collectively, the “Superior Interests,” and each holder of any such Superior Interest [including its successors in interest], a “Superior Interest Holder”). Notwithstanding the foregoing, Tenant shallany Superior Interest Holder may elect, within ten at any time, to subordinate its Superior Interest to the lien of this Lease. If any Superior Interest Holder succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (10) days after such party so succeeding to Landlord’s requestrights herein called “Successor Landlord”), execute then Tenant shall attorn to and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints recognize such Successor Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaserunder this Lease, and this Lease shall continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant, and Successor Landlord shall not disturb Tenant’s quiet enjoyment and possession of the Premises for so long as Tenant on faithfully performs its obligations under the terms and conditions Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, act or omission of any Landlord having an interest in the Project prior to the date such Successor Landlord acquires title thereto; (x) subject to any defense which accrued to Tenant prior to such date, or (y) bound by any modification of the Lease made without the prior written consent of such Successor Landlord; or (z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth hereinin this Section 22.2 shall be self-operative and no further agreement of Tenant shall be necessary in order to effect any such subordination and attornment; however, provided Tenant shall nonetheless, within ten (10) days after Notice, execute, acknowledge and deliver any instrument that Purchaser acquires Landlord or any Superior Interest Holder may reasonably request to evidence such subordination and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s requestattornment, including any Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”). Tenant acknowledges its obligation to pay late charges as provided in Section 32.8 for each day that Tenant is late in providing any such SNDA, commencing on the 11th day following Landlord’s request made by reason of therefor, and continuing through the termination of this Lease as a result of 20th day thereafter. If Tenant has not provided any such foreclosure or other proceedingsSNDA within twenty (20) days following Landlord’s written request therefor, Tenant shall enter hereby appoints Landlord as Tenant’s attorney-in-fact, which appointment is coupled with an interest, to execute, acknowledge and deliver any SNDA, in the form provided, for and on behalf of Tenant to a new lease with Purchaser the party requesting same, without any liability on the terms and conditions part of this Lease applicable Landlord for anything contained therein. However, if any such party is unwilling to the remainder of the term hereof. Notwithstanding the subordination of this Lease rely on such SNDA from Landlord (or if Landlord is unwilling for any reason to Superior Interests execute such SNDA as set forth aboveattorney-in-fact for Tenant), the holder of any Superior Interest may at any daily late charges described in Section 32.8 shall continue until such time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestTenant has provided the SNDA as originally requested.

Subordination and Attornment. (a) This Lease is expressly made subject Sublease and all rights of TowerCo therein, and all interest or estate of TowerCo in the Subleased Property of each Site, or any portion thereof, shall be subordinate to any mortgageand all Mortgages, deed of trustwhich at any time during the Term, ground leasemay be placed upon the Subleased Property, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing portion thereof, by SBCW or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingSBCW Affiliate, and to any advances replacements, renewals, amendments, modifications, extensions or refinancing thereof, and to each and every advance made under any Mortgage; provided, however, that the subordination and attornment contained herein shall not be effective unless the existing or any future Mortgagee thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, shall execute and deliver an NDA in favor of TowerCo, in form reasonable satisfactory to Landlord TowerCo and its lenders providing that: (i) such Mortgagee will at all times fully recognize TowerCo's rights under this Sublease, including the purchase option contained herein, and in the event of a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver foreclosure under any such instrument in Mortgage shall not disturb TowerCo's possession of the name Subleased Property and will recognize such purchase option, so long as no event of Tenant if Tenant fails to do default shall have occurred and be subsisting hereunder, and so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant long as TowerCo shall immediately attorn to the Purchaserpurchaser upon such foreclosure; and (ii) that upon Mortgagee acquiring title to the Subleased Property, and this Lease TowerCo shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the attorn directly to such Mortgagee. TowerCo shall agree to such other terms and conditions set forth hereinin the NDA as may be reasonably required by such Mortgagee, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions do not affect TowerCo's rights, nor increase or alter any of TowerCo's obligations, under this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestSublease.

Subordination and Attornment. This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to all Superior Leases and Superior Mortgages, including each advance made or to be made under any mortgageSuperior Mortgage and all renewals, deed of trustmodifications, ground leasereplacements, underlying lease or like encumbrance affecting any part supplements, substitutions and extensions of the Real Property or any interest Superior Lease and the Superior Mortgage and all spreaders and consolidations of Landlord therein which is now existing or hereafter executed or recordedthe Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the foregoingSuperior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant shallagrees, within ten (10) days after at the election and upon request of any such Successor Landlord’s request, execute to fully and deliver completely attorn to Landlord a document evidencing and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the subordination then-executory terms of this Lease Lease; provided such Successor Landlord shall agree in writing to a particular Superior Interestaccept Tenant's attornment. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact The foregoing provisions of this Section shall: (i) inure to execute and deliver the benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument in to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the name foregoing provisions of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred this Section, satisfactory to any person (“Purchaser”) pursuant to or in lieu such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the then-executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and conditions set forth hereinasserted with reasonable promptness, provided that Purchaser acquires and accepts which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Leasehold Improvements or other work with respect to the Real Property Premises; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's Rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (v) obligated to repair the Premises or the Building subject or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (vi) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this Lease. Upon Purchaser’s request, including Section shall be construed to impair any right otherwise exercisable by any such request made by reason of the termination of this Lease as a result of such foreclosure owner, holder or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereoflessee. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.[SEE RIDER]

Subordination and Attornment. This Lease is expressly made and shall be subject and subordinate to all lines, or mortgages which may now or hereafter affect the Premises and to all renewals, modifications, consolidations, replacements and extensions thereof and, although this subordination provisions shall be deemed for all purposes to be automatic and effective without any mortgagefurther instrument on the part of TENANT, deed TENANT shall execute any further instrument requested by the LANDLORD to confirm such subordination. TENANT further covenants and agrees that if by reason of trust, ground lease, underlying lease or like encumbrance affecting any a default upon the part of the Real LANDLORD of any mortgage affecting the Premises, the mortgage is terminated or foreclosed by summary proceedings or otherwise, TENANT will attorn to the mortgagee or the purchaser in foreclosure proceedings, as the case may be, and will recognize such mortgagee or purchaser, TENANT, covenants and agrees, upon demand of the holder of any mortgage duly recorded or recordable in the corresponding Registry of the Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing receiver duly appointed by the corresponding court having or claiming jurisdiction over the property, in proceedings to foreclose any such subordinationmortgage, to pay to the holder of any such mortgage or to such receiver, as the case may be, all rent becoming due under this Lease after such demand, provided such holder of any such mortgage or any such receiver complies with the obligations of LANDLORD under this Lease. Notwithstanding TENANT, upon request of LANDLORD or any holder of any mortgage or lien affecting the foregoingPremises, Tenant shallshall from time to time, deliver or cause to be delivered to LANDLORD or such lien holder or mortgagee, within ten (10) working days after Landlord’s requestfrom date of demand a certificate duly executed and acknowledged in form for recording, execute and deliver without charges, certifying, if true, or to Landlord a document evidencing the subordination of extent true, that this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute is valid and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, subsisting and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on LANDLORD is not in default under any of the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to of this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease is expressly made and shall be subject and subordinate to all ground or underlying leases which now exist or may hereafter be executed affecting the Building or the land upon which the Building is situated, or both, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or on or against Landlord's interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or ground lease, underlying lease or like encumbrance affecting any part the date of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement recording thereof. Tenant covenants and agrees to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document upon demand, without charge therefor, such further instruments evidencing the such subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact such ground or underlying leases, and to execute and deliver the lien of any such instrument in mortgages or deeds of trust as may be required by Landlord. In the name event of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or foreclosure sale, transfer in lieu of foreclosure or other proceedings for enforcement termination of any Superior Interestthe lease in which Landlord is lessee, Tenant shall immediately attorn to the Purchaserpurchaser, transferee or lessor as the case may be, and recognize that party as Landlord under this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinLease, provided that Purchaser such party acquires and accepts the Real Property or the Building Premises subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. Landlord reserves the right to place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease is expressly made and any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any mortgageliens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant agrees to execute and deliver upon demand (and to cause all sublessees and assignees under Tenant to execute and deliver upon demand) such instruments subordinating this Lease (and all subleases and assignments pursuant to this Lease) to any such lien or encumbrance as shall be required by Landlord. In the event Landlord's interest in the Leased Premises is derived from another party and said Lease should be terminated by the other party, deed Tenant agrees to attorn (and to cause all sublessees and assignees under Tenant to so attorn) to the other party, its successors and assigns as Landlord on this Lease. In the event any proceedings are brought for the foreclosure of trustany mortgage on the Leased Premises, ground leaseTenant will attorn (and Tenant will cause all sublessees and assignees under Tenant to so attorn) to the purchaser at foreclosure sale and recognize the purchaser as the Landlord under this Lease. The purchases by virtue of such foreclosure shall be deemed to have assumed, underlying lease as substitute Landlord, the terms and conditions of this Lease until the resale or like encumbrance affecting any part other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the Real Property validity of any then existing claims of Tenant (or the claims of any interest sublessees or assignees under Tenant) against the prior Landlord. Tenant agrees to execute and deliver (and to cause all sublessees and assignees under Tenant to execute and deliver) such further assurance and other documents (including but not limited to a new lease upon the same terms and conditions as this lease) confirming the foregoing as such purchaser may reasonably request. Tenant on behalf of itself and on behalf of all sublessees and assignees under Tenant waives any right of election to terminate this Lease because of any such foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement as Tenant's attorney-in-fact to execute (and to deliver to any third party) any documents hereinabove required to be executed by Tenant, for and on behalf of the foregoingTenant, and if Tenant shall have failed to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after the request therefor by Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. This Lease is expressly made subject Lease, and the rights of Tenant hereunder, at Landlord's option, shall be subordinate to any mortgage, deed of trusttrust (now or hereafter placed upon the Building), ground lease, underlying lease or like encumbrance affecting declaration of covenants, regarding maintenance and use of any part areas contained in any portion of the Real Property or any interest of Landlord therein which is Building (now existing or hereafter executed placed upon the Building), advances made under any mortgage or recordeddeed of trust and to all renewals, any present or future modificationmodifications, amendment or supplement consolidations, replacements and extensions thereof. Tenant agrees that with respect to any of the foregoingforegoing documents, and no documentation, other than this Lease, shall be required to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding If any holder of a mortgage or deed of trust shall elect to have this Lease superior to the foregoinglien of its mortgage or deed of trust, and shall have given written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or deed or trust, whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or the date of recording thereof. Tenant shallagrees to execute such documents which may be required to effectuate such subordination or make this Lease prior to the lien of any mortgage or deed of trust, as the case may be, and failing to do so within ten (10) days after Landlord’s requestwritten demand, execute Tenant does hereby make, constitute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints appoint Landlord as Tenant’s 's attorney-in-fact to execute act in Tenant's name, place and deliver stead. Should any such instrument in mortgage or deed of trust affecting the name of Tenant if Tenant fails to do so within such time. If Building, the interest of Landlord in the Real Property or both be foreclosed, then: (1) the liability of the mortgagee, beneficiary or purchaser at such foreclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser is the owner of the Building is transferred to any person and/or Property and such liability shall not continue or survive after further transfer of ownership; and (“Purchaser”2) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn be deemed to have attorned, as Tenant under this Lease, to the Purchaserpurchaser at any foreclosure sale thereunder, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and binding upon Tenant on the terms and conditions set forth hereinsuch purchaser at any foreclosure sale. As used in this section 23, provided that Purchaser acquires "Mortgagee" and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including "beneficiary" shall include successors and assignees of any such request made by reason party, whether immediate or remote, the purchaser of any mortgage or deed of trust, whether at foreclosure or otherwise, and the termination of this Lease as a result successors, assignees and mortgagees and beneficiaries of such foreclosure purchaser, whether immediate or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestremote.

Subordination and Attornment. This Lease is expressly made and shall at all times be and remain subject and subordinate to the terms and the lien of any mortgagemortgage or mortgages or deeds of trust or ground leases now or hereafter existing or placed upon Landlord's interest in the said Premises and on the Land and Building of which said Premises are a part, deed or upon any buildings hereafter placed upon the Land on which the Premises are located (the holder of trust, any such mortgages or deeds of trust or the landlord under any such ground lease being hereinafter referred to as "Mortgagee") and to any and all advances to be made under any such mortgages or ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedand all renewals, any present or future modificationmodifications, amendment or supplement to any of the foregoingextension, consolidations and to any advances made thereunder (any of replacements thereof. Although the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingsubordination provision is self operative, Tenant shallagrees to execute and deliver, upon demand, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of request thereof such further instrument or instruments subordinating this Lease on the foregoing basis to a particular Superior Interest. the lien and terms of any such mortgage or mortgages as shall be desired by the Landlord and any Mortgagee or proposed Mortgagee and Tenant hereby irrevocably appoints Landlord as Tenant’s the attorney-in-fact of Tenant to execute and deliver any such instrument or instruments for and in the name of Tenant if in the event Tenant fails shall fail to execute such instrument or instruments within ten (10) days after written notice to do so within such timeso. If the interest of Landlord Tenant shall, in the Real Property event of the sale or assignment of Landlord's interest in the Building is transferred to any person (“Purchaser”) pursuant to Land and/or Building, or in lieu of foreclosure or other proceedings for enforcement the event of any Superior Interestproceedings brought for the foreclosure of, Tenant shall immediately or in the event of the exercise of the power of sale under any mortgage covering the Land and Building, attorn to the Purchaserand recognize such purchaser or mortgagee as Landlord under this Lease, and in any such events, Landlord named herein shall not thereafter be liable on this Lease. Landlord and Tenant agree that no rent due and payable under this Lease shall continue be based in full force and effect as a direct lease between whole or in part on the Purchaser income or profits derived from the Premises (except, with respect to retail tenants, for percentage rent based on gross (not net) receipts or sales). Landlord and Tenant on agree that if Mortgagee succeeds to the terms Landlord's interest under the Lease and conditions set forth hereinis advised by its counsel that all or any portion of the rent payable under the Lease is or may be deemed to be unrelated business income within the meaning of the Internal Revenue Code or regulations issued thereunder, provided Mortgagee may elect to amend unilaterally the calculation of rent so that Purchaser acquires and accepts none of the Real Property rent payable to Mortgagee under the Lease will constitute unrelated business income, but the amendment will not increase Tenant's payment obligations or other liability under the Building subject to this Lease or reduce the Landlord's obligations under the Lease. Upon Purchaser’s request, including Tenant further covenants and agrees to execute any such request made by reason document Mortgagee deems necessary to effect the amendment of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLease.

Subordination and Attornment. (a) This Lease is expressly made subject Sublease and all rights of TowerCo therein, and all interest or estate of TowerCo in the Subleased Property of each Site, or any portion thereof, shall be subordinate to any mortgageand all Mortgages, deed of trustwhich at any time during the Term, ground leasemay be placed upon the Subleased Property, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing portion thereof, by SBC or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingSBC Affiliate, and to any advances replacements, renewals, amendments, modifications, extensions or refinancing thereof, and to each and every advance made under any Mortgage; provided, however, that the subordination and attornment contained herein shall not be effective unless the existing or any future Mortgagee thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, shall execute and deliver an NDA in favor of TowerCo, in form reasonable satisfactory to Landlord TowerCo and its lenders providing that: (i) such Mortgagee will at all times fully recognize TowerCo's rights under this Sublease, including the purchase option contained herein, and in the event of a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver foreclosure under any such instrument in Mortgage shall not disturb TowerCo's possession of the name Subleased Property and will recognize such purchase option, so long as no event of Tenant if Tenant fails to do default shall have occurred and be subsisting hereunder, and so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant long as TowerCo shall immediately attorn to the Purchaserpurchaser upon such foreclosure; and (ii) that upon Mortgagee acquiring title to the Subleased Property, and this Lease TowerCo shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the attorn directly to such Mortgagee. TowerCo shall agree to such other terms and conditions set forth hereinin the NDA as may be reasonably required by such Mortgagee, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions do not affect TowerCo's rights, nor increase or alter any of TowerCo's obligations, under this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestSublease.

Subordination and Attornment. This Subject to the terms and conditions of this Paragraph 21 and conditioned upon receipt of a Non-Disturbance Agreement (as defined below) from any Encumbrancer, this Lease is expressly made subject and all of Tenant's rights hereunder shall he automatically subordinate to any mortgageand all Encumbrances, deed of trustto all renewals, ground leasemodifications, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedconsolidations, any present or future modification, amendment or supplement to any of the foregoingreplacements and extensions thereof, and to any and all advances made thereunder or hereafter made on the security thereof or Landlord's interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance; provided, however that Landlord shall have obtained for the benefit of Tenant from any Encumbrancer a commercially reasonable non-disturbance agreement (any a "Non-Disturbance Agreement") which provides, among other things, that so long as there is no Event of Default hereunder, this Lease shall not be terminated and Tenant shall be entitled to the benefit of each of the foregoing being agreements, terms, covenants and conditions set forth in this Lease (including, without limitation, the Work Letter). Upon any foreclosure (or any delivery of a “Superior Interest”deed in lieu of foreclosure) of any Encumbrance, (i) Tenant shall attorn, without any deductions or set-offs whatsoever, to the necessity Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), (ii) Tenant shall recognize such purchaser or Encumbrancer as the "Landlord" under this Lease, and (iii) Tenant's possession and quiet enjoyment of the Premises hereunder shall not be disturbed by such purchaser or Encumbrancer for so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant, subject to applicable notice and cure periods. Landlord's interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without execution of any further documentation evidencing such subordination. Notwithstanding the foregoinginstruments; provided, Tenant shallhowever, within ten (10) business days after Landlord’s requestrequest by Landlord or any Encumbrancer, Tenant shall execute and deliver such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to Landlord a document evidencing evidence or confirm the subordination or superiority of this Lease to any such Encumbrance provided, however, that such evidence or confirmation shall be conditioned upon the receipt of a particular Superior Interestnondisturbance agreement from the Encumbrancer in commercially reasonable form and content providing that Tenant's possession and quiet enjoyment of the Premises shall not be disturbed by any purchaser or Encumbrancer for so long as Tenant is not in default, beyond applicable notice and cure periods. To the extent permitted by Applicable Laws, Tenant waives the provisions of any Requirement 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, deed in lieu thereof or sale. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in under this Lease, Encumbrancer shall not be (i) liable for any action or omission of any prior Landlord under this Lease, except for Landlord's obligation to pay the Real Property Space Planning Allowance, the Tenant Improvement Allowance and the Additional Allowance pursuant to the provisions of the Work Letter, or the Building is transferred (ii) subject to any person (“Purchaser”) pursuant to offsets or in lieu of foreclosure or other proceedings defenses which Tenant might have against any prior Landlord, except for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions offset right set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason in Section 6.4.4 of the termination Work Letter, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or (iv) liable for any Security Deposit not actually received by such Encumbrancer, or (v) bound by any modification or amendment of this Lease as a result of not consented to by such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestEncumbrancer.

Subordination and Attornment. This Subject to and expressly conditioned upon the execution and delivery by any mortgagee and/or beneficiary of any mortgage or deed of trust covering the Leased Premises (hereinafter referred to as “Mortgagee”) to Lessee of a non-disturbance and attornment agreement in the form described below, Lessee accepts this Lease is expressly made subject and subordinate to any mortgagesuch mortgage or deed of trust which may now or hereafter encumber all or any portion of the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof. In the event that any such Mortgagee fails or refuses to deliver such non-disturbance and attornment agreement to Lessee then this Lease shall be and remain prior and superior to such mortgage or deed of trust until such time as such Mortgagee executes and delivers to Lessee a non-disturbance and attornment agreement in the form provided for herein. Subject to and strictly conditioned upon the execution and delivery to Lessee of such non-disturbance and attornment agreement as aforesaid, Lessee agrees, at Lessor’s request, to execute and return to Lessor an appropriate certificate or instrument evidencing and confirming such subordination within five (5) business days after receipt of same from Lessor. The above described nondisturbance and attornment agreement shall be in form and content reasonably acceptable to Mortgagee and Lessee and shall provide that in the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of Lessee will attorn to and become the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity tenant of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver person or party succeeding to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease Lessor as a result of such foreclosure or other proceedings, Tenant shall enter enforcement without change in to a new lease with Purchaser on the terms and conditions or provisions of this Lease applicable and shall additionally provide that such successor in interest shall not under any circumstances disturb Lessee’s possession of the Leased Premises under this Lease so long as Lessee performs its obligations hereunder. Such non-disturbance and attornment agreement may further provide that in the event of any default” by Lessor in the performance of its covenants or obligations hereunder which would give Lessee the right to terminate this Lease, Lessee shall not exercise such right unless and until (i) Lessee gives written notice of such default to the remainder Mortgagee (provided that Mortgagee has notified Lessee in writing of the term hereof. Notwithstanding address to which notices are to be sent), and (ii) Mortgagee fails to cure or cause to be cured such default within thirty (30) days from the subordination giving of such notice by Lessee, provided that if such default cannot be cured within thirty (30) days, then Lessee shall not exercise the right to terminate this Lease unless the Mortgagee fails to Superior Interests as set forth abovecommence the cure within such thirty (30) day period or thereafter fails to proceed with due diligence to cure such default, provided that in no event shall the holder period to cure such default be extended for more than one (1) year after the date of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement notice to the Mortgagee of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestdefault.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after LandlordXxxxxxxx’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as TenantXxxxxx’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term Term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. i. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, (i) all present and future ground lease, leases or underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing part thereof heretofore or hereafter executed made by Landlord and all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof (collectively, the "Superior Leases") and (ii) to the lien of any mortgages or recordedtrust deeds, any present now or future modificationhereafter in force against the Project, amendment or supplement to any of the foregoingif any, and to any all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made thereunder or hereafter to be made upon the security of such mortgages or trust deeds (collectively, "Mortgages"), unless the mortgagees, trustees and/or holders of such Mortgages (collectively, "Mortgagees"), or the lessors under such Superior Leases ("Superior Lessors"), require in writing that this Lease be superior thereto. With respect to any future Superior Leases and Mortgages, Landlord agrees to use commercially reasonable efforts to provide Tenant with a commercially reasonable non-disturbance agreement from the Superior Lessors/Mortgagees of the foregoing being a “such Superior Interest”) without the necessity of Leases and Mortgages and Landlord's failure to do so shall render this Lease superior to any further documentation evidencing such subordinationfuture Mortgage and/or Superior Lease. Notwithstanding the foregoing, Tenant shall, within ten agrees to use commercially reasonable efforts to cooperate with Landlord and any such Superior Lessors/Mortgagees in negotiating such non-disturbance agreement. Within sixty (1060) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination execution of this Lease to Lease, Landlord shall obtain a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorneynon-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, disturbance agreement from the holder of any Superior Interest may at any time (including the existing deed of trust encumbering the Building in the form attached hereto as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.Exhibit I.

Subordination and Attornment. This Lease is expressly made and the rights of the Tenant hereunder shall be subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now all existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, Mortgages and to any advances made thereunder (any of all renewals, modifications, consolidations, replacements and extensions thereof. Whenever requested by the foregoing being Landlord or a “Superior Interest”) without Mortgagee, the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten five (105) business days after Landlord’s such request, execute and deliver to Landlord a document evidencing enter into an agreement with the subordination of Mortgagee whereby the Tenant postpones or subordinates this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord any stipulated Mortgagee and agrees that whenever requested by such Mortgagee it shall attorn to and become the tenant of such Mortgagee, or any purchaser from such Mortgagee in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason event of the termination exercise by the Mortgagee of this Lease as a result its power of such foreclosure or other proceedingssale, Tenant shall enter in to a new lease with Purchaser on for the then unexpired residue of the Term upon all the terms and conditions of this Lease applicable Lease. The Tenant shall, at the request of the Landlord or any lessor under any ground lease affecting the Building, enter into an agreement with such lessor to the remainder effect that it shall attorn to and become the tenant of such lessor, or any successor or assign, if the lessor or any successor or assign should take possession of the term hereof. Notwithstanding Building as a result of a default tinder any ground lease for the subordination then unexpired residue of the Term upon all the terms and conditions of this Lease to Superior Interests as set forth aboveLease. Upon written request by the Tenant, the holder Landlord shall use its best efforts (provided this shall not involve any expense) to obtain written assurances from the lessor under any ground lease of the Lands or the Building or any Superior Interest may at any time (including Mortgagee with an interest in the Building prior to that of the Tenant to the effect that so long as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have the Tenant is not in default under this Lease be prior such owner or Mortgagee will recognize the Tenant's rights under this Lease and superior to such Superior Interestnot disturb the Tenant's occupancy of the Premises.

Subordination and Attornment. 8. (a) This Lease is expressly made lease and all rights of Lessee hereunder are subject and subordinate to any mortgageall ground and/or underlying Leases and to all trust indentures and mortgages, deed blanket or otherwise, which do now or may hereafter affect the same or the real property of trust, ground lease, underlying lease or like encumbrance affecting any which the Demised Premises form a part of the Real Property or any interest of Landlord therein (and which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, may also affect other property) and to any advances made thereunder (any and all renewals, modifications, consolidations, replacements and extensions hereof. It is the intention of the foregoing being a “Superior Interest”) without the necessity parties that this provision be self-operative and that no further instrument shall be required to effect such subordination of any further documentation evidencing such subordinationthis Lease. Notwithstanding the foregoing, Tenant Lessee shall, within ten (10) days after Landlord’s requesthowever, execute upon demand at any time or times, promptly execute, acknowledge and deliver to Landlord a document evidencing Lessor, without expense to Lessor, any and all instruments that may be necessary or proper to subordinate this Lease and all rights of Lessee hereunder to any such Leases, indentures, and/or mortgages or to confirm or evidence said subordination. Lessee covenants and agrees, in the subordination event any proceedings are brought for the foreclosure of any such mortgage, to attorney to the purchaser upon any such foreclosure sale and to recognize such purchaser as the Lessor under this Lease or, in the event of the termination, for any reason whatsoever, of any such underlying Lease above referred to, that Lessee (at the option of the holder of the reversion under such underlying Lease to be evidenced by written notice of election to Lessee) will attorn to and recognize such holder as the then Lessor under this Lease to a particular Superior Interestthe same extent and effect as the original lessor hereunder. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact Lessee agrees to execute and deliver at any time and from time to time, upon the request of lessor or of any such holder, any instrument which, in the name sole judgment of Tenant if Tenant fails Lessor, may be necessary or appropriate in any of such events to do so within evidence such timeattornment. If Lessee further waives the interest provisions of Landlord any statute or rule of law, now or hereafter in effect, which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease and the obligation of Lessee hereunder in the Real Property or the Building event any such foreclosure proceeding is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaserbrought, and agrees that this Lease shall continue not be affected in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any way whatsoever by any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestproceeding.

Subordination and Attornment. This Lease is expressly made subject and subordinate 18.1 Notwithstanding anything contained herein to the contrary, Lessor’s fee interest shall be superior to any mortgage, leasehold mortgage or deed of trusttrust on the Bond Financed Property, ground lease, underlying lease and such leasehold mortgage or like encumbrance affecting any part deed of trust shall take subject to same with the intent of the Real Property parties being that a foreclosure of the leasehold mortgage or deed of trust shall in no event eliminate Lessor’s fee interest. In addition, any leasehold mortgage or deed of trust shall survive the termination of the Lease provided that the leasehold mortgagee or deed of trust trustee or beneficiary or any interest designator successor (the “Successor”) affirmatively assumes all Lessee’s obligations hereunder within one hundred twenty (120) days after succeeding to Lessee’s interest; provided that enforcement of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any obligations of the foregoingTrustee as Successor shall be limited to the Trustee’s interest in property subject to the deed of trust and to the Trust Estate (as defined in the Indenture) and no claim shall be brought against the Trustee personally in connection with such obligations. Until such Successor is appointed and has so assumed all such obligations, Lessor may appoint a temporary operator to maintain and shutdown or operate the Bond Financed Property (in Lessor’s sole discretion), and the expenses thereof incurred by Lessor or its temporary operator shall be reimbursed to any advances made thereunder (any of Lessor by the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, Successor within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timewritten request from Lessor. If the Successor fails to expressly assume in writing one hundred twenty (120) days after succeeding to Lessee’s interest this Facilities Lease shall automatically terminate. As a material condition to Lessee’s execution of Landlord this Facilities Lease, upon its execution of this Facilities Lease, Lessee shall provide Lessor with an executed Memorandum of Lease in form and substance acceptable to Lessor (the “Memorandum”) to be executed by Lessee and Lessor, which will be recorded in the Real real estate records in the county in which the Bond Financed Property are located at Lessee’s expense. The Memorandum will contain the following provisions: “Lessee agrees that upon expiration or any proper termination of the Building is transferred to any person Facilities Lease, it will release this Memorandum (“Purchaser”and the Facilities Lease) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaserrecord, and this Lease shall continue further agrees that if such written termination or release is not filed of record with thirty (30) days after such expiration or termination, then Lessor is hereby authorized to execute on behalf, and in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinname, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including of Lessee any such request made release and record the same in the public records at Lessee’s expense. This power in favor of Lessor is coupled with an interest and is not revocable by reason Lessee.” The Memorandum will be recorded by Lessee at its expense within five (5) days following the initial execution hereof and any final completion of the Exhibit A and approval thereof by Lessor and promptly released by Lessee, at is expense, after expiration or termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestFacilities Lease.

Subordination and Attornment. This Lease is expressly made subject and subordinate to any mortgageall existing and future mortgages that may affect the real property of which the Leased Premises is a part, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now to all existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of advances made under all the foregoingmortgages, and to any advances made thereunder (any all renewals, modifications, consolidations, and replacements of the foregoing being a “Superior Interest”) without mortgages. Although the necessity of Tenant need not take any further documentation evidencing such subordination. Notwithstanding action to render this subordination effective, the foregoing, Tenant shall, within ten (10) days after Landlord’s request, shall execute and deliver to Landlord a document evidencing all further instruments that confirm this subordination as may be desired by the subordination of this Lease to a particular Superior Interestmortgage holders. The Tenant hereby irrevocably appoints the Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in for the name of Tenant if Tenant fails to do so within such timeTenant. If a mortgage holder or a purchaser at foreclosure succeeds to the interest of Landlord in Landlord’s rights under this Lease, the Real Property or the Building is transferred Tenant agrees to attorn to any person (“Purchaser”) pursuant owner, holder, purchaser, or Tenant of the real property from time to or in lieu time, at the demand of foreclosure or other proceedings for enforcement the owner of any Superior Interest, Tenant shall immediately attorn to the Purchaserreal property, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the executory terms and conditions of this Lease applicable existing at that time. On the Tenant’s attornment, this Lease will continue in full force as, or as if it were, a direct lease between the owner, holder, purchaser, or Tenant. This paragraph will inure to the remainder benefit of any owner, holder, purchaser, or Tenant, will apply notwithstanding the foreclosure of any mortgage, and will be self-operative on demand without the execution of any further instrument to render it effective. From time to time, on the demand of any owner, holder, purchaser, or Tenant, the Tenant will execute instruments that confirm this paragraph, that satisfy any owner, holder, purchaser, or Tenant, that acknowledge the attornment, and that set forth the terms and conditions of the term hereoftenancy. Notwithstanding the subordination of Nothing in this Lease paragraph may be construed to Superior Interests as set forth aboveimpair any right otherwise exercisable by any owner, the holder of any Superior Interest may at any time (including as part of foreclosure holder, purchaser, or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. Section 21 of the Lease is deleted in its entirety and the following provision is substituted: This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgagein all respects to: (i) all present and future ground leases, deed operating leases, superior leases, overriding leases and underlying leases and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property Center and the Building or any interest portion thereof (collectively, including the applicable items set forth in Subdivision (iv) of Landlord therein this Section, the "Superior Lease", and the party then exercising the rights of landlord thereunder being referred to herein as the "Superior Lessor"); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Center, the Building or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (iii) and (iv) of this Section, the "Superior Mortgage", and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the "Superior Mortgagee") whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is now existing not subordinate to such mortgage: (iii) each advance made or hereafter executed or recordedto be made under the Superior Mortgage; and (iv) all renewals, modifications, replacements, supplements, substitutions and extensions of the Superior Lease and the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding the foregoing; and if Tenant fails to execute, Tenant shallacknowledge or deliver any such instrument, in reasonable form, within ten (10) 10 business days after Landlord’s requestrequest therefor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact fact, coupled with an interest, to execute execute, acknowledge and deliver any such instrument in instruments for and on behalf of Tenant. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the name Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of Tenant if Tenant fails such Superior Mortgage. If, at any time prior to do so within the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such time. If person's successors or assigns (the interest Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord in under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the Real Property or election and upon request of any such Successor Landlord, to fully and completely attorn to and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the Building is transferred then-executory terms of this Lease. The foregoing provisions of this Section shall: (i) inure to the benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section, satisfactory to any person (“Purchaser”) pursuant to or in lieu such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the then-executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for damages for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and conditions set forth hereinasserted with reasonable promptness, provided that Purchaser acquires and accepts which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Leasehold Improvements or other work with respect to the Real Property Premises; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's Rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Building subject Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease. Upon Purchaser’s requestPromptly following written request from Tenant, including Landlord shall undertake, and shall use reasonable efforts (exclusive of the payment of any monetary consideration) to obtain, from all Superior Mortgagees and Superior Lessors, one or more agreements of nondisturbance in favor of the Tenant, such request made by reason of that, if, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease as a result of such through possession or foreclosure or other proceedings, Tenant shall enter in to delivery of a new lease with Purchaser on or deed or otherwise, then Tenant's rights under this Lease shall not be disturbed and shall remain in full force and effect for the terms Term so long as Tenant performs and observes all of the terms, covenants and conditions of this Lease applicable to be performed or observed by it and provided that Tenant agrees to attorn to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of Successor Landlord upon any Superior Interest may at any time (including as part of such foreclosure or other proceedings for enforcement sale or re-leasing and recognize such Successor Landlord as the Landlord under this Lease. Such agreement or agreements of nondisturbance shall take such form as Tenant and such Superior Interest)Mortgagees or Superior Lessors shall agree, upon written notice but Landlord's obligation shall be limited to Tenant, elect obtaining such agreements of nondisturbance in the form or forms customarily agreed to have this Lease be prior and superior to by such Superior Interest.Mortgagees or Superior

Subordination and Attornment. This Lease is expressly made subject subject: and subordinate to any mortgageand all deeds to secure debt, deed mortgages, deeds of trust or other security instruments (“Security Instruments”) now or hereafter placed on the property of which the Premises are a part, and this clause shall be self-operative without any further instrument necessary to effect such subordination; provided, however, in each case the holder of any Security Instrument shall agree that this Lease shall not be divested by foreclosure or other default proceedings thereunder so long as no Event of Default by Lessee shall then be existing under the terms of this Lease and that such holder or acquirer shall be bound hereby and responsible to perform all obligations of Lessor under this Lease. However, if requested by Lessor, Lessee shall promptly execute and deliver to Lessor any such certificate or certificates reasonably acceptable to Lessee as Lessor may reasonably request evidencing subordination of this Lease to or the assignment of this Lease as additional security for such mortgages or deeds of trust, ground leaseso long as such certificate also evidences the within nondisturbance agreement. Provided such holder or acquirer shall so agree as provided in the first sentence of this Xxxxxxxxx 00, underlying lease Xxxxxx shall continue its obligations under this Lease in full force and effect notwithstanding any such default proceedings under a Security Instrument and shall attorn to the mortgagee, trustee or like encumbrance affecting any part beneficiary of the Real Property such Security Instrument, and their successors or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingassigns, and to the transferee under any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordinationforeclosure or default proceedings. Notwithstanding the foregoingLessee will, Tenant shall, within ten (10) days after Landlord’s requestupon request by Lessor, execute and deliver to Landlord a document Lessor or to any other person designated by Lessor, any instrument or instruments in form and content reasonably acceptable to Lessee evidencing the subordination of its agreement to so attorn and perform under this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord Lease, so long as Tenant’s attorney-in-fact to execute and deliver any such instrument in also evidences the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnon-disturbance agreement.

Subordination and Attornment. This Landlord may transfer, assign, mortgage and convey to whole or to part the Building or the Land, and any and all of its rights under this Lease, and nothing herein shall be construed as a restriction on Landlord's right to do so. Tenant hereby subordinates this Lease is expressly made subject and subordinate all rights of Tenant hereunder to the lien of any mortgage, mortgage or deed of trusttrust now or hereafter placed against the Premises. and all renewals, ground leasesubstitutions and extensions thereof, underlying lease and all such liens are superior to and prior to this Lease. If a mortgagee or like encumbrance affecting other lienholder acquires the Premises as a purchaser at a foreclosure sale (any part such mortgagee or other lienholder of purchaser at a foreclosure sale being each hereinafter referred to as the "Purchaser at Foreclosure"), then cant shall (at the sole and absolute election of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedPurchaser at Foreclosure) thereafter remain bound to the same effect as if a new and identical Lease between the Purchaser at Foreclosure, any present or future modificationas Landlord, amendment or supplement to any and Tenant, as Tenant, had been entered into for the remainder of the foregoing, and to any advances made thereunder (any Term of the foregoing being a “Superior Interest”) without Lease in effect at the necessity time of any further documentation evidencing such subordinationthe foreclosure. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s on request, . execute and deliver any certificate or instrument necessary or desirable further to Landlord a document evidencing effect the subordination of this Lease to the mortgage or deed of trust liens, or to confirm a particular Superior Interestlienholder's election to continue the Lease in effect after foreclosure. as above provided. Tenant shall attorn and pay rent to the Purchaser at Foreclosure as if that party were a signatory to this Agreement. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact to execute and deliver any such certificate or instrument for and on behalf of Tenant. Any lienholder with a lien that covers the Premises has the absolute right at any time to subordinate its lien to this Lease and to Tenant's rights hereunder such that a foreclosure of that lien will result in the name purchase of the affected property subject to the rights of Tenant if hereunder, and Tenant fails has no right or ability to do so within such timeunilaterally prevent that result. If the interest of On an act or omission by Landlord in the Real Property which might allow Tenant to terminate this Lease or the Building is transferred to any person (“Purchaser”) pursuant to claim a partial or in lieu of foreclosure or other proceedings for enforcement of any Superior Interesttotal eviction, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including not exercise any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in right until (i) it has given written notice to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part mortgage. deed of foreclosure trust or other proceedings lien on the Premises. of the act or omission, and (ii) a reasonable period for enforcement remedying the act or omission has elapsed following the giving of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnotice.

Subordination and Attornment. This Lease is expressly made subject and Lease, at Landlord's option, shall be subordinate to any mortgage, deed of trusttrust (now or hereafter placed upon the Building Complex), ground lease, underlying lease or like encumbrance affecting declaration of covenants (hereafter placed upon the Building Complex) regarding maintenance and use of any part areas contained in any portion of the Real Property Building Complex, and to any and all advances made under any mortgage or any interest deed of Landlord therein which is now existing or hereafter executed or recordedtrust and to all renewals, any present or future modificationmodifications, amendment or supplement consolidations, replacements and extensions hereof. Tenant agrees, with respect to any of the foregoingforegoing documents, that no documentation other than this Lease shall be required to evidence such subordination except that in the event that Tenant is required to execute a subordination agreement in favor of any lender of the building, Tenant shall not be required to execute any such subordination unless such lender shall provide Tenant with a non-disturbance agreement providing that in the vent of any foreclosure, so long as Tenant is not in default, Tenant’s right to possession of the Premises shall not be disturbed by any foreclosure. Tenant agrees to execute such documents as may be required to effectuate such subordination of the lien of any mortgage or deed of trust, as the case may be, and by failing to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after Landlord’s requestwritten demand, execute Tenant does hereby make, constitute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints appoint Landlord as Tenant’s 's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails Tenant's name, place and stead, to do so within such timeso. If the interest This power of Landlord in the Real Property or the Building attorney is transferred coupled with an interest. Tenant hereby attorns to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale, through foreclosure of a deed of trust or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure mortgage or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestotherwise.

Subordination and Attornment. This Lease is expressly made subject and subordinate to (i) the lien of any mortgage, deed of trust, ground lease, underlying lease Mortgage which may now or like encumbrance affecting any hereafter encumber all or part of the Real Property or Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project, provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any interest of Landlord therein which is now existing or hereafter executed or recordedapplicable cure period hereunder, any present or future modification, amendment or supplement to any Tenant’s possession of the foregoing, and Premises shall not be disturbed. In order to confirm such subordination (and/or any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother terms set forth in this Section), Tenant shall, within ten fifteen (1015) days after written request from Landlord’s request, execute and deliver to Landlord or any Mortgage holder a Subordination, Non-disturbance and Attornment Agreement from the existing first mortgage holder against the Project substantially in the form attached hereto as EXHIBIT G or any certification, instrument or other document evidencing the subordination of this Lease required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder and reasonably similar to a particular Superior Interest. Exhibit G. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact acknowledges and agrees that its failure to execute and deliver any such instrument statement in a timely manner after a second notice period of equal duration to the name first is a Default under this Lease. Notwithstanding anything contained herein to the contrary, if the holder of any Mortgage elects to have this Lease be prior to its lien, Tenant if Tenant fails agrees that upon receipt of notice of same from Landlord or such Mortgage holder, this Lease will be prior to do so within such timelien. If the interest interests of Landlord in the Real Property or the Building is under this Lease shall be transferred to any person (“Purchaser”) pursuant to or by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Superior InterestMortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall immediately be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the PurchaserNew Owner as its Landlord, and (iv) so long as this Lease shall continue is in full force and effect as a direct lease between the Purchaser and Tenant on is not in default beyond any applicable cure period hereunder at the terms time of transfer to New Owner, this Lease shall remain in full force and conditions set forth herein, provided that Purchaser acquires effect and accepts the Real Property or the Building subject to this Lease. Upon PurchaserNew Owner shall not disturb Tenant’s request, including any such request made by reason possession of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofPremises. Notwithstanding the subordination of anything in this Lease to Superior Interests as set forth abovethe contrary, neither the holder of any Superior Interest may at any time Mortgage, its successors or assigns (including as part whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for enforcement any act, omission and/or breach of such Superior Interest)the Lease by Landlord, upon written notice to Tenantor bound by (a) any offsets or defenses which Tenant might have against Landlord, elect to have (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease be prior and superior made subsequent to such Superior Interestthe granting of the Mortgage by Landlord, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.

Subordination and Attornment. Section 23.01 This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any mortgage(a) all present and future ground leases, deed operating leases, superior leases, overriding leases and underlying leases and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property Land and the Building or any interest portion thereof (collectively, including the applicable items set forth in subdivision (d) of Landlord therein which is now existing or hereafter executed or recordedthis Section 23.01, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior InterestLease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) without the necessity whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any further documentation evidencing such subordination. Notwithstanding Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the case of subordination of this Lease to a particular any future Superior InterestLeases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to shall promptly execute and deliver any such instrument deliver, at its own cost and expense, (x) in the name case of Tenant if Tenant fails to do so within such time. If the interest of Landlord a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the Real Property form of Exhibit I attached hereto; or (y) in the Building is transferred to case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any person (“Purchaser”) pursuant to or other instrument, in lieu of foreclosure or other proceedings for enforcement of recordable form if requested, that Landlord, any Superior Interest, Tenant shall immediately attorn Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the Purchaserforms attached as Exhibit I or Exhibit I-1, as applicable), and this Lease the same shall continue be executed in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinturn by Landlord, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure Lessor or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestMortgagee.

Subordination and Attornment. This Lease is expressly made and will be subject and subordinate in all respects to any mortgage, deed of trust, ground lease, underlying lease mortgage or like encumbrance affecting any part deed of trust now or later encumbering the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingPremises, and to all their renewals, modifications, supplements, consolidations and replacements (an “Encumbrance”). While such subordination shall be self-operative and shall occur automatically, Tenant agrees, upon request by and without cost to Landlord or any advances made thereunder (any successor in interest, to execute and deliver to Landlord or the holder of the foregoing being a “Superior Interest”an Encumbrance such instrument(s) without the necessity of any further documentation evidencing as may be reasonably required by Landlord or such successor in interest to evidence such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after request by Landlord. In the alternative, however, the holder of an Encumbrance may unilaterally elect to subordinate such Encumbrance to this Lease. Landlord agrees to request from the holder of any Encumbrance, a nondisturbance agreement in such party’s requestcustomary form; provided, execute and however that the failure of such party to deliver to Landlord a document evidencing the subordination nondisturbance agreement following such request shall not be a breach of this Lease or entitle Tenant to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timeremedies against Landlord. If the interest of Landlord in the Real Property or the Building is transferred to any person (a “PurchaserSuccessor Landlord”) pursuant to by reason of the termination or foreclosure, or proceedings for enforcement, of an Encumbrance, or by delivery of a deed in lieu of such foreclosure or other proceedings for enforcement proceedings, then, at the option and upon the demand of any Superior Interestthe Successor Landlord, Tenant shall will immediately and automatically attorn to the Purchaser, and Successor Landlord. Upon attornment this Lease shall will continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant on Tenant, upon all of the terms same terms, conditions and conditions set forth hereincovenants as stated in this Lease except that a Successor Landlord shall not be (a) liable for any previous act or omission or negligence of Landlord under this Lease, provided that Purchaser acquires and accepts the Real Property or the Building (b) subject to any counterclaim, defense or offset not expressly provided for in this Lease and asserted with reasonable promptness, which therefore shall have accrued to Tenant against Landlord, (c) bound by an previous modification or amendment of this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been approved in writing by the holder of any Encumbrance through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease or (d) obligated to perform any repairs or other work beyond Landlord’s obligations under this Lease. Upon Purchaser’s requestTenant agrees, including upon request by and without cost to the Successor Landlord, to promptly execute and deliver to the Successor Landlord such instrument(s) as may be reasonably required by Successor Landlord to evidence such attornment. In the event that the holder of any such request made first mortgage encumbering the Leased Premises shall succeed to the interest of Landlord by reason of the termination of this Lease as a result enforcement of such foreclosure or other proceedingsEncumbrance, then, at the request of the holder of such Encumbrance, Tenant shall enter in to into a new lease with Purchaser such Encumbrance holder for the balance of the Term on all of the same terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as are set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have in this Lease be prior and superior to such Superior InterestLease.

Subordination and Attornment. This At Landlord's option, this Lease shall be subordinate to any mortgage, deed of trust (now or subsequently placed upon the Building), ground lease, declaration of covenants (subsequently placed upon the Building) regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements and extensions of the same. With respect to any of the above documents, Tenant agrees that no documentation other than this Lease shall be required to evidence the subordination. Any holder of a mortgage or deed of trust may elect, by written notice to Tenant, to make this Lease superior to the lien of its mortgage or deed of trust, in which case this Lease shall automatically be deemed prior to such mortgage or deed of trust, whether this Lease is expressly made subject dated earlier or later than the date of the mortgage or deed of trust or the date the same was recorded. Tenant shall execute such documents as may be required to evidence the subordination or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be. By failing to do so within five days after written demand, Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure of a deed of trust or mortgage, or other. Notwithstanding the above, Tenant shall be obligated to subordinate its leasehold interest to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting declaration of covenants now or subsequently placed upon the Building only if the holder of such mortgage or deed of trust or the landlord under such ground lease or the declarant under such declaration of covenants will grant to Tenant a nondisturbance agreement, using the form of document then being employed by such holder, landlord or declarant for such purposes, which will provide that Tenant, notwithstanding any part default of Landlord, shall have the right to remain in possession of the Real Property Leased Premises in accordance with this Lease for so long as Tenant shall not be in default under this Lease. Additionally, at such time or any interest of times as Landlord therein which is now existing or hereafter executed or recordedmay request, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingupon not less than five days' prior written request by Landlord, Tenant shall, within ten (10) days after Landlord’s request, execute shall sign and deliver to Landlord a document evidencing the subordination of certificate stating whether this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect effect; whether any amendments or modifications exist; whether there are any Events of Default; and such other information and agreements as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject may be reasonably requested. Any such statement delivered pursuant to this Lease. Upon Purchaser’s requestSection may be relied upon by Landlord and by any prospective purchaser of all or any portion of Landlord's interest, including any such request made by reason of the termination of this Lease as or a result of such foreclosure holder or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the prospective holder of any Superior Interest may at any mortgage or deed of trust encumbering the Building. Tenant's failure to deliver such statement within such time (including as part shall constitute an Event of foreclosure or other proceedings Default and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestan estoppel certificate.

Subordination and Attornment. This Lease is expressly made and shall be subject and subordinate to (a) any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, Underlying Lease and to any advances amendment, modification, renewal or extension thereof and (b) any Fee Mortgage and to each and every advance made thereunder (and to all renewals, modifications, amendments, consolidations, replacements or extension thereof. This clause shall be self operative and no further instrument of subordination shall be required; provided, however that Landlord shall use its best efforts to obtain from any Overlandlord and Fee Mortgagee a nondisturbance and attornment agreement in form reasonably satisfactory to Tenant and such Overlandlord or Fee Mortgagee, as applicable. In no event shall the acquisition of title to the foregoing being Building by a “Superior Interest”) without purchaser which, simultaneously therewith, leases the necessity entire building back to the seller thereof be treated as an assumption, by operation of law or otherwise, of Landlord's obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time to time in title, for performance of Landlord's obligations hereunder. For all purposes, such seller-lessee, and its successors in title, shall be the landlord hereunder unless and until Landlord's position shall have been assumed by such purchaser-lessor. Tenant agrees that, upon the request of Landlord, or any further documentation evidencing such subordination. Notwithstanding the foregoingFee Mortgagee or Overlandlord, Tenant shall, within ten (10) days after Landlord’s request, shall execute and deliver whatever instruments may be reasonably required for such purposes and to Landlord a document evidencing carry out the subordination intent of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestArticle.

Subordination and Attornment. (a) This Lease is expressly made subject and subordinate to all Mortgages and Superior Leases, and, at the request of any mortgageMortgagee or Lessor, deed Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale. If a Lessor or Mortgagee or any other person or entity shall succeed to the rights of trustLandlord under this Lease, ground lease, underlying whether through possession or foreclosure action or the delivery of a new lease or like encumbrance affecting any part deed, then at the request of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement successor landlord and upon such successor landlord's written agreement to any of the foregoing, accept Tenant's attornment and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingrecognize Tenant's interest under this Lease, Tenant shall, within ten (10) days after Landlord’s request, execute shall be deemed to have attorned to and deliver to recognized such successor landlord as Landlord a document evidencing the subordination under this Lease. The provisions of this Lease Section 9.1 are self-operative and require no further instruments to a particular Superior Interest. give effect hereto; provided, however, that Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to shall promptly execute and deliver any instrument that such instrument in successor landlord may reasonably request (i) evidencing such attornment, (ii) setting forth the name terms and conditions of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the PurchaserTenant's tenancy, and (iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase Tenant's obligations or materially and adversely affect Tenant's rights under this Lease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such successor landlord and Tenant on upon all of the terms terms, conditions and conditions covenants set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of in this Lease as a result of except that such foreclosure or other proceedings, Tenant successor landlord shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.not be

Subordination and Attornment. This Tenant agrees that this Lease is expressly made and all rights of Tenant are and shall be subject and subordinate to any mortgage now or hereafter encumbering the Premises or the Project or any part thereof, to all advances made upon the security of the mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of the mortgage, and to any replacements and substitutions for the mortgage (collectively referred to as a “Mortgage”), provided that this Lease shall be recognized by the mortgagee and that the rights of Tenant shall remain in full force and effect during the term of this Lease, so long as Tenant shall continue to perform all of the covenants and conditions of this Lease. The term “Mortgage” shall include any deed to secure debt, deed of trust, ground leasesecurity deed, underlying lease and any other instrument creating a lien in connection with any other method of financing or like encumbrance affecting refinancing. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Further, Landlord is hereby irrevocably vested with full power and authority as attorney-in-fact for Tenant and in Tenant’s name, place and stead, to subordinate Tenant’s interest under this Lease to the lien of any part Mortgage, provided that the subordination shall be upon the express condition that this Lease shall be recognized by the mortgagee and that the rights of Tenant shall remain in full force and effect during the term of this Lease, so long as Tenant shall continue to perform all of the Real Property or any interest covenants and conditions of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement this Lease. In addition to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, shall execute and return within ten (10) days after Landlord’s request, execute and deliver receipt any subordination agreement or other instrument or certificate that may be reasonably required to Landlord a document evidencing carry out the subordination intent of this Section, whether the requirement is that of Landlord, a mortgagee, or any other party in interest. Notwithstanding the foregoing, if any mortgagee elects to have this Lease superior to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute its Mortgage and deliver any such instrument signifies its election in the name instrument creating its lien or by separate recorded instrument, then this Lease shall be superior to the Mortgage. In the event any proceedings are brought for the foreclosure of Tenant if Tenant fails to do so within such time. If any Mortgage covering the interest Premises or the Project, or in the event the interests of Landlord in the Real Property or the Building is under this Lease are transferred to any person (“Purchaser”) pursuant to or by reason of deed in lieu of foreclosure or other proceedings for enforcement of any Superior Interestlegal proceedings, Tenant shall immediately shall, at the option of the transferee or purchaser at foreclosure (referred to as the “acquiring party” in this paragraph), attorn to the Purchaseracquiring party and shall recognize and be bound and obligated to the acquiring party as the Landlord under this Lease; provided, and however, that the acquiring party shall not be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease (and then only if the prepayments have been deposited with and are under the control of the acquiring party); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee of the Landlord, provided however, that for this subsection to be effective Tenant must have first received notice of the existence of the mortgagee and its insistence on this requirement; (iii) liable for any act or omission of any prior landlord (including Landlord); (iv) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (v) bound by any verbal warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith that is requested by Landlord, the mortgagee or the acquiring party. Tenant’s obligation to attorn to the acquiring party shall continue survive the exercise of any foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord’s interest in full force and effect as the Premises or the Building pursuant to the powers granted to a direct lease between mortgagee under its mortgage shall not, by operation of law or otherwise, result in the Purchaser cancellation or termination of the obligations of Tenant under the Lease. Landlord and Tenant on agree that notwithstanding that this Lease is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property Premises or the Building in the manner provided in the mortgage and may, at the option of the mortgagee, its successors and assigns, or other holder of the mortgage or note secured thereby, make the sale of the Premises or Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.