Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. The effectiveness of this Lease shall be conditioned upon Landlord’s representation and warranty to Tenant that there is not an existing Mortgagee on the property. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising prior to the date of such sale out of a default of any obligations of any preceding Landlord; or (iiiii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessorlessor (if such consent is required under the terms of such Mortgage or ground lease); or (iviii) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall at all times, unless Landlord shall otherwise elect, be expressly subject and subordinate at to all times to (i) any ground or underlying lease of the Real Propertycovenants, restrictions, easements and encumbrances now or hereafter existingaffecting the fee title of the Premises and to all ground and underlying leases and mortgages or financing or refinancings in any amounts, and all amendments, extensions, renewals and modifications to any such leaseand all advances thereunder, and (ii) the lien of any mortgage or trust deed which may now or hereafter encumbering fee title to be placed against or affect any or all of the Real Property and/or land or any or all of the leasehold estate under buildings and improvements now or at any such leasetime hereafter constituting a part of or adjoining the Premises, and to all amendmentsrenewals, extensionsmodifications, renewalsconsolidations, participations, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease extensions thereof. The term “mortgages” as used herein shall be superior deemed to such lease or mortgage or include trust deedindentures and deeds of trust. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination The aforesaid provisions shall be self-operative and no further certificate or instrument of subordination need shall be necessary unless required by any such Mortgagee ground or underlying lessor or mortgagee; provided however that Tenant’s subordination to any future mortgages or ground leases shall be conditioned upon such future mortgagee’s or ground lessor’s non-disturbance of Tenant so long as Tenant is not in default hereunder. In Should Landlord or any ground or underlying lessor or mortgagee desire confirmation of such subordination, howeverTenant, Tenant shall within ten (10) days following Landlord’s written request therefor, agrees to execute promptly and deliver, without charge, any reasonable certificate and all documents (in form acceptable to such ground or instrument that Landlord, Mortgagee underlying lessor or ground lessor may request. Tenant hereby constitutes Landlord as mortgagee) subordinating this Lease and Tenant’s rights hereunder. If Tenant fails to execute and deliver such documents within ten (I0) days following Landlord’s written request therefor, Landlord is hereby authorized to execute and deliver same as attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to all times ground or underlying leases (including renewals, extensions, modifications, consolidations and replacements thereof) 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 (iincluding renewals, extensions, modifications, consolidations and replacements thereof) 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 lease, without the necessity of the Real Propertyexecution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Nevertheless, now Tenant covenants and agrees to execute and deliver upon demand, without charge therefor, such further instruments evidencing such subordination of this Lease to such ground or hereafter existingunderlying leases, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage such mortgages or deeds of trust deed now or hereafter encumbering fee title as may be required by Landlord. Notwithstanding anything contained herein to the Real Property and/or contrary, if any mortgagee, trustee or ground lessor shall elect that this Lease is senior to the leasehold estate under any such lien of its mortgage, deed of trust or ground lease, and all amendmentsshall give written notice thereof to Tenant, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior deemed prior to such lease mortgage, deed of trust or mortgage ground lease, whether this Lease is dated prior or trust deed. If any such mortgage subsequent to the date of said mortgage, deed of trust, or trust deed is foreclosed (including any sale ground lease, or the date of the Real Property pursuant to a power recording thereof. In the event of any foreclosure sale), transfer in lieu of foreclosure or if any such lease is terminated, upon request termination of the Mortgagee lease in which Landlord is lessee, Tenant shall attorn to the purchaser, transferee or ground lessor, lessor as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, and recognize that party as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Landlord under this Lease; (ii) , provided such party acquires and accepts the Premises subject to this lease. Notwithstanding the foregoing, Landlord shall make reasonable efforts to assist Tenant in obtaining a commercially reasonable SNDA from any offset, defense current or damages arising out of a default of any obligations of any preceding future lender at no cost to Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This 34.1. Subject to the delivery of the non-disturbance agreements described in this Article 34 as a condition precedent to any such subordination, this Lease is and shall be expressly subject and subordinate at to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Premises or any portion thereof and to all times advances made or hereafter to (i) be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Real Property, now Building or hereafter existing, and all amendments, extensions, renewals and modifications the Premises or to any such lease, and (ii) the lien of any mortgage or trust deed now deed, hereafter enforced against the Building or hereafter encumbering fee title the Premises and to the Real Property and/or the leasehold estate under any such lease, and all amendmentsrenewals, extensions, renewalsmodifications, consolidations and replacements and modifications thereof, Landlord shall deliver to Tenant a non-disturbance agreement on (a) the form of non-disturbance agreement customarily used by the lessor under such ground lease or underlying lease or the holder of such mortgage or trust deed and/or the obligation secured therebyor (b) another commercially reasonable form, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, provided in either instance that such purchaser or ground lessor shall not be form (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; is reasonably acceptable to Tenant, and (ii) subject recognizes Tenant’s Purchase Option. Landlord’s delivery to Tenant of non-disturbance agreement(s) in favor of Tenant from any offsetground lessors, defense mortgage holders or damages arising out lien holders of Landlord who later came into existence at any time prior to the expiration of the Term shall be in consideration of, and a default of any obligations of any preceding Landlord; or (iii) condition precedent to, Tenant’s agreement to be bound by any amendment or modification the terms of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessorArticle 34. This subordination Tenant shall be self-operative entitled, at Tenant’s sole cost and no further certificate or instrument of subordination need be required by expense, to record any such Mortgagee or ground lessor. In confirmation non-disturbance agreement promptly after full execution and delivery of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinagreement.

Subordination and Attornment. This (a) Subject to Section 23.01(b) hereof, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and all of Tenant’s rights hereunder shall be expressly subject and subordinate at all times to (i) any ground lease or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage mortgage, deed of trust, or trust deed any other security instrument now or hereafter affecting or encumbering fee title to the Real Property and/or the leasehold estate under Building, or any such leasepart thereof or interest therein, and to any and all amendmentsadvances made on the security thereof or Xxxxxxxx’s interest therein, extensionsand to all renewals, renewalsmodifications, consolidations, replacements and modifications extensions thereof (an “encumbrance”, the holder of such mortgage or trust deed and/or the obligation secured therebybeneficial interest thereunder being referred to as an “encumbrancer”). An encumbrancer may, unless such ground lease or ground lessorhowever, or mortgagesubordinate its encumbrance to this Lease, trust deed or Mortgageeand if an encumbrancer so elects by notice to Tenant, expressly provides or elects that the this Lease shall be superior deemed prior to such lease or mortgage or trust deedencumbrance. If any such mortgage or trust deed encumbrance to which this Lease is foreclosed (including any sale of the Real Property pursuant to a power of sale)subordinate is foreclosed, or if any such lease a deed in lieu of foreclosure is terminated, upon request of given to the Mortgagee or ground lessor, as the case may beencumbrancer thereunder, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor grantee under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by deed in lieu of foreclosure; and if any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out encumbrance consisting of a default of any obligations of any preceding Landlord; ground lease or (iii) bound by any amendment or modification of underlying lease to which this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, howeveris subordinate is terminated, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground attorn to the lessor may requestthereof. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestshall execute, Tenant shall execute acknowledge and deliver reasonable instruments confirming in the attornment provided for hereinform requested by Landlord or any encumbrancer, any documents required to evidence or effectuate the subordination hereunder, or to make this Lease prior to the lien of any encumbrance, or to evidence such attornment.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground Mortgage that may hereafter be placed upon the Premises, or underlying lease of the Real Property, now or hereafter existingany part thereof, and to all amendments, extensions, renewals and modifications to any such leaseamounts secured thereby, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications extensions of such mortgage or trust deed and/or any of the obligation secured therebyforegoing, unless such ground lease or ground lessorexcept to the extent that any Mortgage provides otherwise, or mortgage, trust deed or Mortgagee, expressly provides or elects provided that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale mortgagee agrees in writing to not disturb Tenant’s occupancy and possession of the Real Property pursuant Premises, so long as Tenant is not then in default. Tenant further agrees that, in the event of a foreclosure of any Mortgage or of a conveyance in lieu thereof, it will attorn to a power of the mortgagee or to the purchaser at any foreclosure sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, upon the condition that such mortgagee or purchaser shall agree in writing to recognize Tenant and this Lease, so long as Tenant is not then in default. Tenant agrees that such mortgagee or purchaser shall not be bound to recognize (i) Tenant’s payment of any Rent if paid more than one (1) month in advance or (ii) any amendment to this Lease without such mortgagee’s consent. Tenant shall attorn at Landlord’s request execute such further instruments or assurances as any mortgagee or purchaser may request to evidence (i) the purchaser at the foreclosure sale subordination of this Lease or to acknowledge the ground lessor under such leasesuperiority of this Lease, as the case may be, provided, however, be upon the condition that such mortgagee or purchaser or ground lessor shall not be (i) bound by any payment agree in writing to recognize Tenant and this Lease and agree to a non-disturbance of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; Tenant, (ii) subject to any offsetTenant’s attornment agreement, defense or damages arising out of a default of any obligations of any preceding Landlord; or and/or (iii) bound the acknowledgment of the express obligations of Tenant to the Landlord’s Mortgagee that are provided for in this Lease. Prior to the Landlord entering into a Mortgage, Landlord shall exercise commercially reasonable efforts to procure a subordination, nondisturbance and attornment agreement from Landlord’s Mortgagee in form and content reasonably acceptable to Tenant, pursuant to which such Mortgagee agrees that so long as there is not then a default by any amendment or modification of Tenant under this Lease made without which is not cured within the written consent applicable cure period, Mortgagee shall not disturb Tenant’s use of the Mortgagee Premises if lender forecloses upon or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument otherwise takes possession of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinPremises.

Subordination and Attornment. This (a) Subject to Tenant’s rights under Section 23.1(b) below, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantXxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantXxxxxx’s failure to do so within fifteen (15) days of after a request to do so. Upon request by such successor in interest, Tenant Xxxxxx shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Holder, this Lease is and shall will be expressly 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. Notwithstanding the foregoing, Landlord reserves the right to subordinate (ior cause the subordination of) any ground such Security Documents to this Lease. In the event of any termination or underlying lease transfer of Landlord’s estate or interest in the Property, the Building or the Tenant Space 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), at the election of Landlord’s successor in interest, Tenant agrees to attorn to and become the tenant of such successor, in which event Tenant’s right to possession of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall will not be (i) bound by any payment of Rent for more than one month disturbed as long as Tenant is not in advance except payments in the nature of security for the performance by Tenant of its obligations default under this Lease; (ii) subject to any offset, defense Lease beyond applicable notice or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may requestcure periods. Tenant hereby constitutes Landlord as Tenantwaives 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 attorney-in-fact estate or interest in the Property, the Building or the Tenant Space by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so deliver, within fifteen (15) days of receipt thereof, and in the form reasonably required by Landlord or any Holder, any additional documents evidencing the priority or subordination of this Lease and Tenant’s agreement to attorn with respect to any such Security Document; provided, however, any such agreement subordinating this Lease to such lease, mortgage or deed of trust shall contain a request non-disturbance provision that is reasonably acceptable to do so. Upon request by such successor Holder, Landlord and Tenant in interestaccordance with Section 12.3, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinbelow.

Subordination and Attornment. This (a) Tenant agrees that this Lease is and all rights of Tenant hereunder will be subject and subordinate to the Prime Lease. In connection with execution of the Prime Lease, Landlord shall obtain for Tenant a subordination, non-disturbance and attornment agreement (“SNDA”) from the Development Authority on terms reasonably acceptable to Tenant. Landlord will also obtain an SNDA from the Development Authority for Hitachi and shall use commercially reasonable efforts to obtain an SNDA from the Development Authority for any other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building on the Development Authority’s standard form. Landlord also agrees to enter into an agreement with Hitachi or any other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building, on terms reasonably acceptable to Landlord, not to disturb Hitachi’s or such Permitted User’s possession of the portion of the Premises subleased by Hitachi or such Permitted User in the event of a default by Tenant hereunder and termination of this Lease. Landlord agrees that the Prime Lease SNDA may provide that if Landlord, as lessee, should default beyond applicable notice and cure periods under the Prime Lease, which default results in a termination by the Development Authority of the Prime Lease or would result in an elimination of the Tax Savings for the Property, then, at Tenant’s option, Tenant shall be entitled to terminate this Lease and enter into a direct lease with the Development Authority for the Premises. Provided Landlord provides Tenant with an SNDA from existing and future mortgagees (including, without limitation, leasehold mortgagees) and holders of superior leasehold interests, reasonably acceptable to Tenant, then Tenant also further agrees that this Lease and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any other ground or underlying lease of the Real Property, which may now or hereafter existingbe in effect regarding the Property or any component thereof, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title the Premises or the Property or any component thereof, to all advances made or hereafter to be made upon the Real Property and/or the leasehold estate under any security of such leasemortgage, and to all amendments, extensionsmodifications, renewals, consolidations, extensions and restatements of such mortgage, and to any replacements and modifications of substitutions for such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantXxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantXxxxxx’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant Xxxxxx shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. During the thirty (30) day period following the Date of this Lease, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (a “SNDA”) from the current Mortgagee on such party’s standard form; provided, however, in no event shall Landlord be in default of this Lease if, despite Landlord’s exercise of commercially reasonable efforts, Landlord is unable to obtain a SNDA for Tenant from any such Mortgagee. Additionally, notwithstanding anything herein to the contrary, Xxxxxx’s obligation to subordinate this Lease to any future ground lease or mortgage as provided above is conditioned upon Landlord providing a SNDA from such future Mortgagee on the standard form provided by such Mortgagee.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (ia) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (iib) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Holder, this Lease is and shall will be expressly 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. Notwithstanding the foregoing, Landlord reserves the right to subordinate (ior cause the subordination of) any ground such Security Documents to this Lease. In the event of any termination or underlying lease transfer of Landlord’s estate or interest in the Property, the Building, the Datacenter or the Tenant Space 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), at the election of Landlord’s successor in interest, Tenant agrees to attorn to and become the tenant of such successor, in which event Tenant’s right to possession of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall will not be (i) bound by any payment of Rent for more than one month disturbed as long as Tenant is not in advance except payments in the nature of security for the performance by Tenant of its obligations default under this Lease; (ii) subject to any offset, defense Lease beyond applicable notice or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may requestcure periods. Tenant hereby constitutes Landlord as Tenantwaives 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 attorney-in-fact estate or interest in the Property, the Building, the Datacenter, or the Tenant Space by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so deliver, within fifteen (15) days of receipt thereof, and in the form reasonably required by Landlord or any Holder, any additional documents evidencing the priority or subordination of this Lease and Tenant’s agreement to attorn with respect to any such Security Document; provided, however, any such agreement subordinating this Lease to such lease, mortgage or deed of trust shall contain a request non-disturbance provision that is reasonably acceptable to do so. Upon request by such successor Holder, Landlord and Tenant in interestaccordance with Section 12.3, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinbelow.

Subordination and Attornment. This (a) Subject to Section 23.01(b) hereof, this Lease is and shall be expressly subject and subordinate at all times to (ia) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (iib) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease reducing Rent or increasing Landlord's obligations made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; , or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. Notwithstanding the foregoing, or anything contained herein to the contrary, Landlord agrees to use its “best efforts”, as that term is hereinbelow defined, to obtain a written agreement from the holder of any future Mortgage or ground lessor under any ground lease not to disturb Tenant’s possession of the Premises so long as Tenant is not in Default under this Lease, which agreement would be on such Mortgagee’s or such ground lessor’s standard (albeit commercially reasonable) form of non-disturbance agreement containing the usual and customary provisions typically contained in a non-disturbance agreement (Its “Standard Form NDA”). It is understood that the “use of best efforts” shall (i) not require or be construed to require Landlord to incur any charges or expenses in an effort to obtain such non-disturbance agreement and (ii) only require Landlord to request the non-disturbance agreement and that if the holder of any such Mortgage or ground lessor, as the case may be, refuses to grant non-disturbance, Landlord’s sole obligation hereunder shall be to advise Tenant of the rejection and to furnish Tenant with the name and address of the Mortgagee or ground lessor or the representative or officer with whom Tenant shall, at its option, be free to communicate with to request such non-disturbance agreement further provided, however, that if Tenant uses its “best efforts” to secure a Standard Form NDA and the holder of any such future Mortgage or any such ground lessor is unwilling to enter into its Standard Form NDA with Tenant for a reason other than Tenant’s Default under this Lease, this Lease shall not be subject or subordinate to such Mortgage or ground lease. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. request Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed; provided that as a condition to such subordination, commercially reasonable subordination, nondisturbance and attornment agreement (“SNDA”) shall be executed by Landlord, Tenant and the holder of the ground lease, mortgage or deed of trust which SNDA shall (i) contain a covenant to the effect that as long as Tenant shall not be in default under this Lease beyond any applicable notice and cure periods, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights of Tenant hereunder or its occupancy of the Premises be affected in any way by reason of the trust deed, or any foreclosure action, forced sale in lieu thereof or other proceeding that may be instituted in connection therewith; (ii) Tenant shall not be named as a defendant in any such foreclosure action or other proceeding; and (iii) in the event such mortgagee or beneficiary or successor of either (“Holder”) becomes owner of the Property, Building or Premises or any portion thereof, such Holder shall accept Tenant as Tenant under this Lease. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.. Landlord shall use its reasonable efforts to provide Tenant with an SNDA in the form attached hereto as Exhibit I within thirty (30) days following the date of mutual execution and delivery of this Lease. Landlord acknowledges and agrees that Tenant has (i) a loan from Comerica Bank, a Texas banking association, and (ii) a loan from Escalate Capital, each of which are secured in part by Tenant’s personal property that shall be in the Premises. Concurrent with its execution and delivery of this Lease, Landlord shall execute Landlord’s Consents to Encumbrance of Personal Property with such lenders in the forms attached hereto as Exhibit H.

Subordination and Attornment. This Lease is and shall be expressly subject and Upon the written request of Sublandlord or Landlord, Subtenant will in writing subordinate at all times its rights under this Sublease to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or deed of trust deed now or hereafter encumbering fee title in force against the Subleased Premises, the Premises, the Building or the underlying land and to all advances made or hereafter to be made upon the Real Property security thereof, and to all extensions, modifications and renewals thereunder. Subtenant shall also, upon Sublandlord's request, subordinate its rights hereunder to any ground or underlying lease, which may hereafter be executed affecting the Building and/or the leasehold estate under underlying land. Subtenant shall not subordinate its rights hereunder to any such lease, and all amendments, extensions, renewals, replacements and modifications lien other than that of such a first mortgage or trust first deed and/or of trust, except with the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the prior written consent of the Mortgagee holding such first mortgage or deed of trust. Upon the written request of Landlord or any mortgagee or any lessor under a ground or underlying lease, Subtenant shall attorn to Landlord or such mortgagee or ground or underlying lessor; , provided Landlord or such mortgagee or lessor agrees that if Subtenant is not in default under this Sublease, Subtenant's possession of the Subleased Premises in accordance with the terms of this Sublease shall not be disturbed. Such agreement shall provide, among other things, (iva) liable that this Sublease shall remain in full force and effect, (b) that Subtenant pay rent to Landlord or such mortgagee or lessor from the date of said attornment, (c) that Landlord or such mortgagee or lessor shall not be responsible to Subtenant under this Sublease except for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation obligations accruing subsequent to the date of such subordinationattornment, howeverand (d) that Subtenant, Tenant shall execute promptly in the event of foreclosure or a deed in lieu thereof or a termination of the ground or underlying lease, will enter into a new lease with Landlord or such mortgagee, lessor or other person having or acquiring title on the same terms and conditions as this Sublease and for the balance of the Sublease Term. If any reasonable certificate lender should require any modification of this Sublease as a condition of loans secured by a lien on the Premises, the Building or instrument that Landlordthe land underlying the Building, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.if any such

Subordination and Attornment. This Landlord shall have the right to subordinate this Lease is and shall be expressly subject and subordinate at all times to (i) any future ground Lease, deed of trust or underlying lease of mortgage encumbering the Real Property, now or hereafter existingDemised Premises, and all amendments, extensions, renewals advances made on the security thereof and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord's right to obtain such a subordination is subject to Landlord's providing Tenant with a written Subordination. Non- disturbance and modifications of such mortgage or trust deed and/or Attornment Agreement from the obligation secured thereby, unless such ground lease or ground lessor, beneficiary or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior mortgagee wherein Tenant's right to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale peaceable possession of the Real Property pursuant to a power Demised Premises during thc Lease Term shall not be disturbed if Tenant pays the Rent and performs all of sale), or if any such lease Tenant's obligations under this Lease and is terminated, upon request of the Mortgagee or ground lessor, as the not otherwise in default in which case may be, Tenant shall attorn to the purchaser at transferee of or successor to Landlord's interest in the foreclosure sale Demised Premises and recognize the transferee or successor as Landlord under this Lease. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the lien of its ground lease, deed of trust or mortgage and give Tenant written notice thereof, this Lease shall be deemed superior to the ground lessor under such lease, as deed of trust or mortgage whether this Lease is dated prior or subsequent to the case may bedate of the ground lease, provided, however, that such purchaser deed of trust or ground lessor shall not be (i) bound by any payment mortgage or the date of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations recording thereof. Tenant's rights under this Lease; (ii) subject , unless specifically modified at the time this Lease is executed, are subordinated to any offsetexisting ground lease, defense deed of trust or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without mortgage encumbering the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinDemised Premises.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured seemed thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall shall, so long as such Mortgagee or ground lessor agrees not to disturb Tenant’s rights under this Lease, attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by . So long as Tenant receives a written agreement from such purchaser or ground lessor. This subordination lessor agree not to disturb Tenant’s occupancy of the Premises during the remaining Term, this subordination, shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument instrumental that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for far and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Holder, this Lease is and shall will be expressly 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. Notwithstanding the foregoing, Landlord reserves the right to subordinate (ior cause the subordination of) any ground such Security Documents to this Lease. In the event of any termination or underlying lease transfer of Landlord’s estate or interest in the Real Property, now the Building, the Datacenter or hereafter existing, and all amendments, extensions, renewals and modifications to the Tenant Space by reason of any termination or foreclosure of any such lease, Security Documents (and (ii) the lien of notwithstanding any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications subordination of such mortgage Security Document to this Lease that may or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of salemay not have occurred), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment election of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall agrees to attorn to and become the tenant of such successor, in which event Tenant’s right to possession of the Property will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby 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, the Datacenter, or the Tenant Space by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute and deliver reasonable instruments confirming deliver, within ten (10) business days after receipt thereof, and in the attornment provided for hereinform reasonably required by Landlord or any Holder, any additional documents evidencing the priority or subordination of this Lease and Tenant’s agreement to attorn with respect to any such Security Document; provided, however, any such agreement subordinating this Lease to such lease, mortgage or deed of trust shall contain a non-disturbance provision that is reasonably acceptable to such Holder, Landlord and Tenant in accordance with Section 12.3, below.

Subordination and Attornment. This (a) Upon notice by Landlord, Tenant shall subordinate its rights under this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, lease(s) wherein Landlord is the lessee and (ii) to the lien of any mortgage mortgage(s) or deed(s) of trust deed (collectively, "Instrument"), regardless ---------- of whether such Instrument now exists or is hereafter encumbering fee title created, to the Real Property and/or the leasehold estate under all advances thereunder, to any such leaseinterest thereon, and to all amendmentsmodifications, extensionsconsolidations, renewals, replacements and modifications extensions thereof, provided the lessors, mortgagees or trustees agree to provide Tenant with an agreement of non-disturbance in a form reasonably acceptable to Tenant, agreeing to recognize this Lease and Tenant's rights hereunder in the event of termination or foreclosure under the Instrument. Tenant agrees to execute any agreement evidencing such subordination and non-disturbance in a form reasonably acceptable to Tenant, at Landlord's request. Any such lessor, mortgagee or trustee may elect to have this Lease prior to its instrument, and in the event of such mortgage election and upon notification by such lease, mortgagee or trust deed and/or the obligation secured therebytrustee to Tenant, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior deemed prior to such lease said Instrument, whether this Lease is dated prior or mortgage or trust deedsubsequent to said Instrument. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn Notwithstanding anything to the purchaser at the foreclosure sale or contrary contained in this Lease, it shall be a condition precedent to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment performance of Rent for more than one month in advance except payments in the nature each of security for the performance by Tenant of its Tenant's obligations under this Lease; Lease (ii) subject including, without limitation, Tenant's obligation for the payment of Rent), that Tenant obtain from each lessor, mortgagee or trustee under an Instrument presently encumbering the Premises, an agreement of non-disturbance in a form reasonably acceptable to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding LandlordLandlord (except that such purchaser or ground lessor shall be liable for continuing defaults, such as a continuing failure to repair and maintain); or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Notwithstanding the foregoing, 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 a commercially reasonable form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee’s commercially reasonable form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

Subordination and Attornment. Landlord represents that the Project is currently not encumbered by any Encumbrances as of the Lease Date. This Lease is and all of Tenant’s rights hereunder shall be expressly subject automatically subordinate to any and subordinate at all times Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made 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, that, so long as Tenant is not in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the Lease shall remain in full force and effect notwithstanding any foreclosure, deed-in-lieu of foreclosure or other exercise of remedies by the holder of any Encumbrance. If any proceeding is brought for the foreclosure of any such Encumbrance (or if by deed in lieu of foreclosure the Property is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), then (i) Tenant 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 or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, lessor) and (ii) Tenant shall recognize such purchaser or Encumbrancer as the lien “Landlord” under this Lease, provided that such Encumbrancer agrees not to disturb Tenant’s possession of the Premises so long as Tenant is not in default under this Lease beyond any applicable cure period. 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 mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, further instruments; provided, however, within ten (10) Business Days after request by Landlord or any Encumbrancer, Tenant shall execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance; provided, that, such instrument or assurance shall provide that such so long as Tenant is not in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the Lease shall remain in full force and effect notwithstanding any foreclosure, deed-in-lieu of foreclosure or other exercise of remedies by the holder of any Encumbrance. 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 agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser or ground lessor shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not be (i) bound by liable for any payment action or omission of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations any prior Landlord under this Lease; Lease (except for any acts or omissions of which Encumbrancer had received notice in writing, and are continuing), (ii) subject to any offsetoffsets or defenses which Tenant might have against any prior Landlord (except for any offsets or defenses of which Encumbrancer had received notice in writing, defense or damages arising out of a default of any obligations of any preceding Landlord; or and are continuing), (iii) bound by any amendment or modification of this Lease made without Rent which Tenant might have paid for more than the written consent of the Mortgagee or ground lessor; current month to any prior Landlord, or (iv) liable for any security deposits Deposit or Letter of Credit (each as defined below) not actually received in cash by such purchaser or ground lessorEncumbrancer. This subordination shall Tenant agrees that the foregoing list may be self-operative and no further certificate or instrument expanded in connection with the execution of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such a subordination, howevernon-disturbance and attornment agreement by and among Landlord, Tenant shall execute promptly any and Encumbrancer, to include additional commercially reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenantlimitations on the Encumbrancer’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinliability.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or or, provided the applicable ground lessor tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, provided such amendments, extensions, renewals and modifications do not by their terms materially increase Tenant’s monetary obligations or materially increase Tenant’s non-monetary under this Lease, and (ii) the lien of any mortgage or trust deed now or or, provided the Mortgagee tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.;

Subordination and Attornment. This Lease is and Lessee shall be expressly subject and subordinate at all times not assign this lease voluntarily or by operation of law, or any right hereunder, nor sublet the premises nor any part thereof, nor allow any other person to (i) use the whole or any ground or underlying lease part of the Real Propertypremises with or without a license, now or hereafter existingwithout the prior written consent of Lessor, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall which consent may be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, withheld in Lessor’s reasonable discretion; provided, however, that such purchaser upon providing Lessor with thirty (30) days prior written notice, Lessee may assign or ground lessor shall not be sublease without obtaining Lessor’s consent to: (i) bound by any payment corporation into or with which Lessee may be merged or consolidated or which acquires all or substantially all of Rent for more than one month in advance except payments in the nature Lessee’s assets, or to any subsidiary, parent or affiliate of security for the performance by Tenant of its obligations under this LeaseLessee; or (ii) subject to any offsetcontract partner, defense subcontractor or damages arising out prime contractor working with Lessee on its business conducted from the demised premises. Notwithstanding the foregoing, if as of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification the date of this Lease made the EDA has the right to approve or reject subleases and assignments by Lessee, Lessee shall not assign this lease voluntarily or by operation of law, or any right hereunder, nor sublet the premises nor any part thereof, nor allow any other person to use the whole or any part of the premises with or without a license, without the prior written consent of the Mortgagee EDA, which consent may be withheld in the EDA’s sole and absolute discretion. In the event of any such permitted assignment, subleasing or ground lessor; use, such assignee, sublessee or user agrees to be bound by all of the terms and conditions of this Lease, as amended, and all laws, ordinances, rules and regulations now or hereafter made by any governmental authority or in connection with the use of the premises, including but not limited to the Kihei Research and Technology Park District ordinance (iv) liable Ch. 19.33, Maui County Code), the Covenants Conditions and Restrictions and Reservation of Easements for the Maui Research and Technology Park and requirements of the EDA, as amended. Unless consent is not required, as provided above, any security deposits not actually received in cash assignment of this lease, voluntarily or by such purchaser operation of law, or ground lessor. This subordination any subletting, licensing or use by other persons of the premises, without obtaining the prior written consent of Lessor, shall be self-operative void and at the option of Lessor shall terminate this lease. If this lease be assigned, or if the demised premises or any part thereof be sublet or occupied by anyone other than Lessee, Lessor may collect rent from the assignee, sublessee or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance by Lessor of any assignee, sublessee or occupant as lessee during the lease term or any extension thereof, or a release of Lessee, any mesne assignors or sublessors, from the further certificate performance by Lessee, and any mesne assignors or instrument mesne sublessors, of subordination need be required by covenants on the part of Lessee herein contained during the lease term and any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact extension pursuant to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinparagraph 25 hereof.

Subordination and Attornment. This Lease is and shall be expressly Tenant’s rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be paragraph are self-operative operative, and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessoris required. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination. Notwithstanding the preceding provisions of this paragraph, if any ground lessor may request. or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant, then this Lease is deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease, and thereafter if such Lender or lessor succeeds to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure or otherwise, then (i) such successor landlord will not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (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 obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact landlord under this Lease, (v) Tenant shall promptly execute and deliver any instruments that may be necessary to execute evidence such certificate or instrument for attornment, provided the same is in a commercially reasonable form and (vi) on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of such attornment, this Lease shall continue in effect as a request to do so. Upon request by direct lease between such successor in interestlandlord and Tenant. Within ten days after Landlord’s request, Tenant shall execute and deliver reasonable instruments confirming a Subordination, Non-Disturbance, and Attornment Agreement (“SNDA”) in the attornment provided for hereinapplicable Lender’s standard form. Conversely, at Tenant’s request, Landlord shall diligently seek an SNDA from its Lender(s).

Subordination and Attornment. This Tenant covenants and agrees that this Lease is and shall be expressly subject and subordinate at all times to (i) any mortgage, deed of trust, ground or underlying lease of the Real Property, and/or security agreement which may now or hereafter existingencumber the Building, the Land, the Premises or any interest of Landlord therein and/or the contents of the Building and to any advances made on the security thereof and to any and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensionsincreases, renewals, modifications, consolidations, replacements and modifications extensions thereof. This clause shall be self-operative and no further instrument of subordination need be required by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. In confirmation of such mortgage or trust deed and/or the obligation secured therebysubordination, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may beat Landlord’s request, Tenant shall attorn execute promptly any appropriate certificate or instrument that Landlord may request, and Tenant hereby constitutes and appoints Landlord as Tenant’s attorney-in-fact to execute any such certificate or instrument for and on behalf of Tenant. In the purchaser at event of the foreclosure sale enforcement by any ground landlord, mortgagee, or to holder of any security agreement (“Successor Landlord”) of the remedies provided for by law or by such ground lessor under such lease, as mortgage, or security agreement, Tenant will automatically become the case may be, tenant of such Successor Landlord without any change in the terms or other provisions of the Lease; provided, however, that such purchaser Successor Landlord or ground lessor successor in interest shall not be (i) bound by (a) any payment of Base Rent or Additional Rent for more than one (1) month in advance except payments prepayments in the nature of security for the performance by Tenant of its obligations under this Lease; , (iib) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease Lease, or any waiver of the terms of this Lease, made without the written consent of such Successor Landlord, (c) any offset right that Tenant may have against any former Landlord relating to any event or occurrence before the Mortgagee date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by a former Landlord that occurred before the date of attornment; (d) any obligation (i) to pay Tenant any sum(s) that any former Landlord owed to Tenant unless such sums, if any, shall have actually been delivered to Successor Landlord by way of an assumption of escrow accounts or ground lessorotherwise; (ii) with respect to any security deposited with a former Landlord, unless such security was actually delivered to such Successor Landlord; (iii) to commence or complete any initial construction of improvements in the Premises or any expansion or rehabilitation of existing improvements thereon; (iv) to reconstruct or repair improvements following a fire, casualty or condemnation; or (ivv) liable for arising from representations and warranties related to a former Landlord; or (e) any security deposits not actually received consensual or negotiated surrender, cancellation, or termination of this Lease, in cash whole or in part, agreed upon between former Landlord and Tenant, unless effected unilaterally by such purchaser Tenant pursuant to the express terms of this Lease or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required consented to in writing by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Successor Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestSuccessor Landlord, whether before or after the enforcement of its remedies, Tenant shall execute and deliver reasonable an instrument or instruments confirming and evidencing the attornment provided herein set forth, and Tenant hereby irrevocably appoints Landlord as Tenant’s agent and attorney-in-fact for hereinthe purpose of executing, acknowledging and delivering any such instruments and certificates. This Lease is further subject to and subordinate to all matters of record.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such ground or underlying lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding LandlordLandlord except to the extent of defaults continuing after the date of such attornment; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This The foregoing subordination shall be self-operative and no further certificate as to any future deed of trust or instrument of subordination need be required by any such ground lease is conditioned upon the Mortgagee or ground lessor. In confirmation of such lessor providing Tenant with its standard subordination, howevernon-disturbance and attornment agreement. Additionally, Tenant shall agrees to execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute request in connection with any such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do sosubordination. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. Landlord has informed Tenant that the Project is currently encumbered by a deed of trust (the “Security Instrument”). At Tenant’s sole cost and expense, Landlord shall request the Mortgagee of the existing Security Instrument to issue its standard subordination, non-disturbance and attornment agreement (“SNDA”), pursuant to which the beneficiary of such Security Instrument agrees to recognize this Lease in the event of default under such Security Instrument or sale under such Security Instrument, so long as Tenant is not in default hereunder beyond any applicable notice and cure period. Landlord’s sole obligation under this section is to use commercially reasonable efforts to cause Mortgagee to issue such SNDA. Tenant is responsible for paying all costs and expenses for such SNDA, including, without limitation, the lender attorneys’ fees and disbursements. Obtaining the SNDA is not a condition precedent or subsequent to the Lease. The failure of such lender to issue its SNDA shall not relieve Tenant of any of its obligations under the Lease or constitute a breach or default by Landlord.

Subordination and Attornment. This Lease is and at all times shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Propertyleases, mortgages, trust deeds or like encumbrances, which may now or hereafter existingaffect the Building or Premises, and to all amendmentsrenewals, extensionsmodifications, renewals consolidations, replacements and modifications to extensions of any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that like encumbrance. As a condition precedent to the Lease shall be superior to such lease or mortgage or trust deed. If effectiveness of any such mortgage subordination of this Lease to any future ground or trust deed is foreclosed (including underlying leases or the lien of any sale future mortgages, deeds of the Real Property pursuant to a power of sale)trust, or if any like encumbrances, Landlord shall provide to Tenant a commercially reasonable non-disturbance and attornment agreement in favor of Tenant executed by such lease is terminated, upon request of the Mortgagee or future ground lessor, master lessor, mortgagee or deed of trust beneficiary, as the case may be, which shall provide that Tenant's quiet possession of the Premises shall not be disturbed on account of such subordination to such future lease or lien so long as Tenant is not in default under any provisions of this Lease. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any or all ground or underlying leases or the lien of any or all mortgages, deeds of trust or like encumbrances to the Lease. In the event that any ground or underlying lease terminates for any reason or any mortgage, deed of trust or like encumbrance is foreclosed or a conveyance in lieu of foreclosure is made for any reason, then at the election of Landlord's successor-in-interest, Tenant shall attorn to and become the purchaser at tenant of such successor. Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment obligations of Rent for more than one month in advance except payments Tenant hereunder in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default event of any obligations such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to Landlord in the form reasonably required by Landlord, within 10 days after receipt of written demand by Landlord, any preceding Landlord; additional documents evidencing the priority or (iii) bound by any amendment or modification subordination of this Lease made with respect to any ground or underlying lease or the lien of any mortgage, deed of trust, or like encumbrance. Should Tenant fail to sign and return any such documents within said 10-day period, Tenant shall be in default hereunder without the written consent benefit of the Mortgagee any additional notice or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need cure periods, except as may be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinstatute.

Subordination and Attornment. This Lease is and shall be expressly Tenant's rights under ---------------------------- this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existingaffecting the Premises. Upon the written request to Landlord from Tenant, Landlord will exercise good faith efforts to obtain a commercially reasonable nondisturbance agreement (which may be part of a subordination and all amendments, extensions, renewals attornment agreement) recognizing Tenant's right to possession and modifications to any such lease, and (ii) quiet enjoyment of the lien Premises upon the transfer of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior Landlord's interest to such lease or mortgage or trust deed. If any such mortgage or trust deed senior party, provided Tenant is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations default under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification . The provisions of this Lease made without the written consent Paragraph shall be self- operative, and no further instrument of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground lessor or underlying lease, may requestrequest to evidence such subordination. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's special attorney-in-fact to execute and deliver such certificate instruments. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or instrument for Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and 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 ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such 17 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease. If any Lender, or the lessor of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month's installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant's landlord under this Lease, (v) Tenant shall promptly execute and deliver any instruments that may be necessary to evidence such attornment, (vi) Tenant hereby irrevocably appoints Landlord (and such successor landlord) as Tenant's special attorney-in-fact to execute and deliver such instruments on behalf of Tenant, and (vii) upon such attornment, this Lease shall continue in effect as a direct lease between such successor landlord and Tenant upon Tenant’s failure and subject to do so within fifteen (15all of the provisions of this Lease. If any Lender requests reasonable amendment(s) days of a request to do so. Upon request by such successor in interestthis Lease at any time during the Term, then Tenant shall execute and deliver reasonable instruments confirming the attornment not unreasonably withhold or delay its written consent to such amendment(s), provided for hereinsuch amendments do not materially increase Tenant's obligations or materially decrease Tenant's rights hereunder.

Subordination and Attornment. (a) This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly Tenant’s rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Attornment, and Non-Disturbance Agreement in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and 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 ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one (I) month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Notwithstanding the foregoing, Landlord agrees that upon written request from Tenant, Landlord shall be self-operative and no further certificate or instrument of subordination need be required by request that any future Mortgagee provide a nondisturbance agreement to Tenant on such Mortgagee or ground lessorMortgagee’s standard form. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of after a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. This Lease is Lease, and all rights of Tenant hereunder, are and shall be expressly subject and subordinate at in all times respects to (i) any all present and future ground or leases, overriding leases and underlying lease leases and/or grants of term of the Real Property, real property and/or the Building or the Building Complex now or hereafter existingexisting and to all deeds of trust, mortgages and all amendmentsbuilding loan agreements, extensionsincluding leasehold mortgages and building loan agreements, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed which may now or hereafter encumbering fee title affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to the Real Property and/or the leasehold estate each and every advance made or hereafter to be made under any such leasedeeds of trust or mortgages, and to all amendmentsrenewals, extensions, renewalsmodifications, replacements and modifications extension of such mortgage or leases, deeds of trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedand mortgages. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In However, in confirmation of such subordination, howeverTenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord) at Tenant’s own cost and expense, within five (5) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any 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. The leases to which this Lease is, at the time 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 a “superior party”. Notwithstanding any of the foregoing, Tenant shall not be required to execute promptly any reasonable certificate instrument of subordination, and therefore, no subordination with respect to any future ground lease, mortgage or instrument deed of trust shall occur unless such superior party shall grant and deliver to Tenant a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, Mortgagee shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or ground lessor may requestcovenant of this Lease. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestFurther, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinattorn to such superior party.

Subordination and Attornment. This Tenant agrees that this Lease is and shall be expressly be, at all times, subject and subordinate at all times to (i) the lien of any mortgage, deed of trust or other encumbrances now existing or hereafter executed which Landlord may create against the Premises, the Building or the Project, including all modifications, renewals, extensions and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying lease of the Real Propertyleases, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such leaserequire in writing that this Lease be superior thereto, and (ii) the lien of any mortgage all ground or trust deed underlying leases now existing or hereafter encumbering fee title to executed affecting the Real Property and/or Building or the leasehold estate under any such leaseProject, and including all amendments, extensionsmodifications, renewals, extensions and replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, thereof; provided, however, that regardless of any default under any such purchaser ground or underlying lease or any termination of any such ground lessor or underlying lease, so long as Tenant timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and Tenant’s possession and rights hereunder shall not be (i) bound disturbed by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations ground or underlying landlord, or anyone claiming under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by through any such Mortgagee ground or ground lessorunderlying landlord. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver any commercially reasonable instruments documents confirming the attornment subordination of this Lease within ten (10) days after delivery of same by Landlord, provided that with respect to any ground or underlying lease, the ground or underlying landlord agrees therein that this Lease will not be terminated if Tenant is not in default following the termination of any such ground or underlying lease. Tenant hereby agrees that a Subordination, Nondisturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit D shall be deemed to be commercially reasonable for hereinpurposes of the immediately preceding sentence. Landlord shall use commercially reasonable efforts to obtain such a SNDA from any lender with an existing mortgage or deed of trust recorded against the Project as of the Date of this Lease within sixty (60) days after the Date of this Lease, and (ii) any future lender which may have a mortgage or deed of trust recorded against the Project within sixty (60) days after the date such mortgage or deed of trust is recorded against the Project; provided that Landlord shall not be deemed to be in default hereunder, and Tenant shall not have any grounds for termination of this Lease, abatement of Rent or other remedy should Landlord fail to obtain such SNDA.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor subsequent to the date of such Mortgagee's or ground lessor's security interest; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Notwithstanding the foregoing, 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 be responsible for any fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee's form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord's failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

Subordination and Attornment. This Provided that the holder of any mortgage encumbering the Premises or any ground or underlying lease delivers to Tenant a Subordination, Non-Disturbance, and Attornment Agreement (“SNDA”) as described below, this Lease is and shall be expressly subject and subordinate at all times to (i) any the terms of such ground or underlying lease which now exists or may hereafter be executed affecting the Premises under which Landlord shall claim, and to the liens of the Real Property, such mortgage in any amount or amounts whatsoever now or hereafter existingexisting encumbering the Premises, and to all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensionsmodifications, renewals, and replacements and modifications of such mortgage or trust deed and/or thereto. If Landlord’s interest in the obligation secured thereby, unless such ground lease or Premises is acquired by any ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)mortgagee, or if any such lease is terminated, upon request of the Mortgagee purchaser at a foreclosure sale or ground lessor, as the case may betransfer in lieu thereof, Tenant shall attorn to the purchaser transferee of or successor to Landlord’s interest in the Premises and recognize such transferee or successor as Landlord under this Lease in accordance with the applicable SNDA. Notwithstanding the foregoing, any mortgagee under any mortgage shall have the right at any time to subordinate any such mortgage to this Lease on such terms and subject to such conditions as the foreclosure sale mortgagee in its discretion may consider appropriate. Landlord represents and warrants to Tenant that, as of the Effective Date of this Lease, no mortgages or ground leases encumber Landlord’s title to the Property. Any subordination of this Lease to a mortgage or any ground lessor under lease shall be conditioned on Tenant obtaining a SNDA from each and every mortgagee and ground lessor, such leaseSNDA to be in form and content reasonably acceptable to Tenant and the applicable mortgagee and ground lessor. Tenant agrees that an acceptable form of SNDA is attached hereto and made a part hereof as Exhibit “G.” Such form is not intended to be the only form that would be acceptable to Tenant and/or deemed to be reasonable. Any such SNDA will include a provision to the effect that casualty and condemnation proceeds will be utilized to the extent required in this Lease and not to pay down the applicable loan to Landlord or for any other purpose, as the case may be, provided, however, provided that such purchaser or ground lessor shall not be (i) bound by any payment at the time that Landlord delivers the applicable SNDA to Tenant: (x) Tenant’s net worth exceeds $150,000,000.00; and (y) no Event of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; Default is then-continuing, and (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without at the written consent time of the Mortgagee casualty or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be selfcondemnation, no Event of Default is then-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereincontinuing.

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 and shall be expressly subject and subordinate at all times to (ia) any all ground leases or underlying lease of leases that may now exist or hereafter be executed affecting the Building or the Real Property, now Property or hereafter existing, and all amendments, extensions, renewals and modifications to any such leaseboth, and (iib) the lien of any mortgage or deed of trust deed that may now exist or hereafter encumbering fee title to be executed in any amount for which the Building, the Real Property and/or Property, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the leasehold estate under foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such lease, and all amendments, extensions, renewals, replacements and modifications of ground leases or underlying leases or any such mortgage or trust deed and/or liens to this Lease. In the obligation secured thereby, unless such 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 lessorlease, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such underlying lease or mortgage lien to this Lease, attorn to and become the Tenant of the successor in interest to Landlord; provided that such successor in interest shall recognize all of Tenant's rights hereunder. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the priority or trust deed. If subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereintrust.

Subordination and Attornment. This (a) Tenant acknowledges that prior to the date hereof, Landlord has provided Tenant with the standard form non-disturbance and attornment agreement presently used by Landlord’s existing Mortgagee. Within 60 days after Landlord’s receipt of Tenant’s comments to such standard form, Landlord shall obtain for Tenant a subordination, non-disturbance and attornment agreement from Landlord’s existing Mortgagee, in such standard form (provided that such form is commercially reasonable). In addition, Landlord shall use commercially reasonable efforts (but without being obligated to commence any legal or arbitration proceeding and without the expenditure of unreimbursed sums (other than reasonable expenses that a landlord normally incurs in attempting to obtain a subordination, non-disturbance and attornment agreement for its tenant, such as Landlord’s attorneys’ fees)) to obtain for Tenant a subordination, non-disturbance and attornment agreement from all future Mortgagees and Lessors, in the standard form customarily employed by such Mortgagee and/or Lessor (provided that such form is commercially reasonable). Upon Landlord’s satisfaction of the foregoing, which shall include the Mortgagee or Lessor, as applicable, agreeing to recognize and be bound by the terms of this Lease is and (as herein set forth) upon a foreclosure or deed-in-lieu thereof or termination of any such ground lease, this Lease shall be expressly subject and subordinate to all Mortgages and Superior Leases, and, at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien request of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may beLessor, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordinationLessor, however, Tenant shall execute promptly its successors in interest or any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of purchaser in a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinforeclosure sale.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals Concert USA Suite 700 BB&K/Northwest Point Xxxx 00 xx 00 xxxewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall agree that Tenant's quiet and peaceful possession of the Premises under this Lease shall not be disturbed so long as Tenant pays all Rent and other charges required hereunder and is not in default of any other covenant or obligation of Tenant hereunder; provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly within ten (10) business days any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is If Landlord desires to finance, refinance, or sell the Premises or the Building, or any part thereof, Tenant shall deliver to any potential lender or purchaser designated by Landlord such financial statements of Tenant as may be reasonably required by such lender or purchaser, including but not limited to Tenant's financial statements for the past three (3) years. All such financial statements shall be received by Landlord and such lender or purchaser in confidence and shall be expressly subject used only for the purposes herein set forth. This Lease, at Landlord's option, shall be subordinate to any existing or future mortgage, deed of trust, ground lease or declaration of covenants (regarding maintenance and subordinate at all times to (i) use of any ground or underlying lease areas contained in any portion of the Real Property, now or hereafter existing, Building) and to any and all amendmentsadvances made under any mortgage or deed of trust and to all renewals, extensionsmodifications, renewals consolidations, replacements and modifications extensions thereof. Tenant agrees that with respect to any of the foregoing documents, no documentation, other than this Lease, shall be required to evidence such lease, and (ii) subordination. If any holder of a mortgage or deed of trust shall elect to have this Lease superior to the lien of any its mortgage or deed of trust deed now or hereafter encumbering fee title and shall give written notice thereof to the Real Property and/or the leasehold estate under any such leaseTenant, and all amendments, extensions, renewals, replacements and modifications of 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 or deed of trust or to the date of recording thereof. Tenant agrees to execute such documents which may be required by Landlord to confirm such subordination or priority within ten (10) days of notice from Landlord (including, but not limited to, a Subordination, Non-Disturbance and Attornment Agreement), and should Tenant fail to do so within such time period, 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. Tenant hereby agrees to attorn to any lender designated by Landlord and 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 and/or the obligation secured thereby, unless such ground lease or ground lessor, of trust or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedotherwise. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn Notwithstanding anything to the purchaser at the foreclosure sale or to the ground lessor under such leasecontrary contained in this Article, so long as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of fulfills all its obligations under this Lease; (ii) subject to , Tenant's possession of the premises and Tenant's other rights under this Lease shall not be disturbed or impaired by any offset, defense or damages arising out holder of a default mortgage or a deed of any obligations of any preceding Landlord; trust, or (iii) bound by any amendment person claiming through or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that under Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This (a) Subject to receipt of a SNDA, this Lease is and shall be expressly subject and subordinate at all times to any deed of trust, mortgage, or other security instrument (i) each, a “Mortgage”), or any ground lease, master lease, or underlying primary lease of the Real Property(each, a “Primary Lease”), that now or hereafter existing, and covers all amendments, extensions, renewals and modifications to or any such lease, and part of the Premises (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate mortgagee under any such leaseMortgage, and all amendments, extensions, renewals, replacements and modifications beneficiary under any such deed of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessortrust, or mortgagethe lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”). Any Landlord’s Mortgagee may elect, trust deed or Mortgageeat any time, expressly provides or elects that the unilaterally, to make this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)its Mortgage, Primary Lease, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments other interest in the nature of security for the performance Premises by so notifying Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification in writing. The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Section shall be self-operative and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessor. In required; however, in confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming return to Landlord (or such other party designated by Landlord) within ten (10) business days after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment provided for hereinagreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease.

Subordination and Attornment. This Lease is and shall be expressly Tenant's rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, Premises; provided, however, that such purchaser mortgagor, beneficiary or ground lessor has executed a commercially reasonable Subordination and Non-Disturbance Agreement providing that the Lease and Tenant occupancy shall not be (i) bound by any payment disturbed so long as Tenant is not in an Event of Rent for more than one month in advance except payments in Default under the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification . The provisions of this Lease made without the written consent Paragraph shall be self‑operative, and no further instrument of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument 33 American Assets Trust – Lease Form 1/31/2023 instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Attornment, and Non-Disturbance Agreement in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month's installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Xxxxxx's landlord under this Lease and such successor shall not disturb Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen possession under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment and non-disturbance, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and 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 ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to all times ground or underlying leases (including renewals, extensions, modifications, consolidations and replacements thereof) 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 (iincluding renewals, extensions, modifications, consolidations and replacements thereof) 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 lease, without the necessity of the Real Propertyexecution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Landlord shall use commercially reasonable efforts to obtain a commercially reasonable non-disturbance agreement for the benefit of Tenant from the holder of any ground or underlying lese and mortgage or deed of trust senior to this Lease. Nevertheless, now Tenant covenants and agrees to execute and deliver upon demand, without charge therefor, such further instruments evidencing such subordination of this Lease to such ground or hereafter existingunderlying leases, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage such mortgages or deeds of trust deed now or hereafter encumbering fee title as may be required by Landlord. Notwithstanding anything contained herein to the Real Property and/or contrary, if any mortgagee, trustee or ground lessor shall elect that this Lease is senior to the leasehold estate under any such lien of its mortgage, deed of trust or ground lease, and all amendmentsshall give written notice thereof to Tenant, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior deemed prior to such lease mortgage, deed of trust or mortgage ground lease, whether this Lease is dated prior or trust deed. If any such mortgage subsequent to the date of said mortgage, deed of trust, or trust deed is foreclosed (including any sale ground lease, or the date of the Real Property pursuant to a power recording thereof. In the event of any foreclosure sale), transfer in lieu of foreclosure or if any such lease is terminated, upon request termination of the Mortgagee lease in which Landlord is lessee, Tenant shall attorn to the purchaser, transferee or ground lessor, lessor as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, and recognize that party as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Landlord under this Lease; (ii) , provided such party acquires and accepts the Premises subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinlease.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Peal Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and Tenant’s interests and rights hereunder are and shall be expressly subject and subordinate at all times to (i) the lien of any ground or underlying lease of the Real Propertymortgage, now existing or hereafter existingcreated, on or against the Project, the Building or the Premises by Landlord, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensionsrestatements, renewals, replacements modifications, consolidations, refinancing, assignments and modifications extensions thereof, without the necessity of any further instrument or act on the part of Tenant. Tenant agrees upon demand to execute, acknowledge and deliver such instruments and other documents confirming such subordination as shall be requested by any such holder and Tenant hereby appoints Landlord as Tenant’s attorney-in-fact to execute any such instruments and other documents for and on behalf of Tenant. In the event of the enforcement by any mortgagee or holder of any security agreement (“Successor Landlord”) of the remedies provided for by law, mortgage, or security agreement, Tenant will automatically become the tenant of such mortgage Successor Landlord without any change in the terms or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale other provisions of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, Lease; provided, however, that such purchaser Successor Landlord or ground lessor successor in interest shall not be (i) bound by (a) any payment of Base Rent or Additional Rent for more than one (1) month in advance except payments prepayments in the nature of security for the performance by Tenant of its obligations under this Lease; , (iib) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease Lease, or any waiver of the terms of this Lease, made without the written consent of such Successor Landlord, (c) any offset right that Tenant may have against any former Landlord relating to any event or occurrence before the Mortgagee date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by a former Landlord that occurred before the date of attornment; (d) any obligation (i) to pay Tenant any sum(s) that any former Landlord owed to Tenant unless such sums, if any, shall have actually been delivered to Successor Landlord by way of an assumption of escrow accounts or ground lessorotherwise; (ii) with respect to any security deposited with a former Landlord, unless such security was actually delivered to such Successor Landlord; (iii) to commence or complete any initial construction of improvements in the Premises or any expansion or rehabilitation of existing improvements thereon; (iv) to reconstruct or repair improvements following a fire, casualty or condemnation; or (ivv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative arising from representations and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that warranties related to a former Landlord, Mortgagee UNLESS CONTAINED IN THIS LEASE; or ground lessor may request. (e) any consensual or negotiated surrender, cancellation, or termination of this Lease, in whole or in part, agreed upon between former Landlord and Tenant, unless effected unilaterally by Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact pursuant to execute such certificate the express terms of this Lease or instrument for and on behalf of Tenant upon Tenant’s failure consented to do so within fifteen (15) days of a request to do soin writing by Successor Landlord. Upon request by such successor in interestSuccessor Landlord, whether before or after the enforcement of its remedies, Tenant shall execute and deliver reasonable an instrument or instruments confirming and evidencing the attornment provided herein set forth, and Tenant hereby irrevocably appoints Landlord as Tenant’s agent and attorney-in-fact for herein.the purpose of executing, acknowledging and delivering any such instruments and certificates. This Lease is further subject to and subordinate to all matters of record. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by written notice to Tenant and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording, and in that event, such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage" whenever used in this Lease shall be deemed to include deeds of trust, mortgages, security deeds, security assignments and any other instrument which creates a lien. Any reference to the “holder” of such mortgage shall be deemed to include the beneficiary under a deed of trust. Landlord’s Initials Tenant’s Initials

Subordination and Attornment. This (a) Subject to Section 23.1(b), this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; which consent shall not be unreasonably withheld; provided, however, that such consent shall not be required in the case of any amendment or modification made or entered into to evidence the exercise by Tenant of any specific right or option provided for herein in favor of Tenant (such as the exercise of the Renewal Option or the Expansion Right) or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument consistent with this Article 23 that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment and non-disturbance provided for herein.

Subordination and Attornment. This Lease is and Lease, at Landlord's option, shall be expressly subject and subordinate at all times to any mortgage (i) any ground or underlying lease of the Real Property, now or hereafter existingplaced upon the Building), ground lease or declaration of covenants (hereafter placed upon the Building) regarding maintenance and use of any areas contained in any portion of the Building, and all amendments, extensions, renewals and modifications to any such leaseand all advances made under any mortgage and to all renewals, modifications, consolidations, replacements, and (ii) 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 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 trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessortrust, as the case may be, Tenant shall attorn and by failing to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be do so within five (i5) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the days after written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, howeverdemand, Tenant shall execute promptly any reasonable certificate or instrument that Landlorddoes hereby make, Mortgagee or ground lessor may request. Tenant hereby constitutes constitute, and irrevocably appoint Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon in Tenant’s failure to do so within fifteen (15) days of a request 's name, place, and stead, to do so. Upon request by This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not such successor in interestownership is acquired as a result of a sale through foreclosure of a deed of trust or mortgage, or otherwise. Notwithstanding the foregoing, Tenant shall execute only be obligated to subordinate its leasehold interest to any mortgage, deed or trust, ground lease, or declaration of covenants now or hereafter placed upon the Building if the holder of such mortgage or deed or trust or the landlord under such ground lease or the declarant under such declaration of covenants will grant to tenant a non-disturbance 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 default of Landlord hereunder, shall have the right to remain in possession of the Leased Premises described herein in accordance with the terms and provisions of this Lease for so long as Tenant shall not be in default under this Lease. Additionally, Tenant shall, at such time or times as Landlord may request, upon not less than five (5) days' prior written request by Landlord sign and deliver to Landlord a certificate stating whether this Lease is in full force and effect; whether any amendments or modification exist; whether any Monthly Rent has been prepaid and, if so, how much; whether there are any defaults hereunder; and such other information and agreements as may be reasonable instruments confirming requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of Landlord's interest herein, or a holder or prospective holder of any mortgage encumbering the attornment provided Building. Tenant's failure to deliver such statement within such time shall constitute an Act of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for hereinan estoppel certificate.

Subordination and Attornment. This Subject to the conditions of this paragraph below, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or lease, mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord, except to the extent that any such offset, defense or damages relates to a default of a continuing nature and of which Mortgagee or ground lessor has been given notice and an opportunity to cure as provided herein; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessorlessor (provided, Mortgagee’s consent shall not be required for any amendment or modification (a) arising out of the exercise of any of Tenant’s expansion, right of first refusal, renewal or other rights expressly set forth in the Lease, (b) relating to any assignment or sublease permitted under the Lease without Landlord’s consent, or (c) that does not materially and adversely affect the amount of Rent payable by Tenant or Landlord’s or Tenant’s material obligations and rights under the Lease); or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessorlessor (the “Subordination Conditions”). This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, howeverbut subject to Tenant’s right to receive a non-disturbance agreement as provided below, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver including reasonable instruments confirming the subordination and attornment provided for herein. As of the date of this Lease, the Building is not subject to any ground lease, mortgage or trust deed. Notwithstanding anything in this Section 23.01 to the contrary, as an express condition to Tenant’s subordination of this Lease to any subsequent mortgage or ground lease encumbering the Building or the Project and/or attornment to any Mortgagee or ground lessor, Landlord shall deliver to Tenant a non-disturbance agreement executed by any such Mortgagee or ground lessor, on the standard recordable form of such holder, provided that such form (a) shall contain the Subordination Conditions, (b) shall provide that, so long as this Lease is in effect and no Default exists, Tenant’s leasehold interest under this Lease shall not be terminated or disturbed and Tenant’s rights and privileges under this Lease shall not be interfered with by any such Mortgagee or ground lessor or any person succeeding thereto, and (c) shall not contain any provisions other than the Subordination Conditions, an attornment agreement by Tenant, a non-disturbance agreement by Mortgagee and such other provisions that do not result in any increased cost or expense to Tenant or in any other material change in the rights and obligations of Tenant hereunder without Tenant’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn attorney to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Notwithstanding the self-operative subordination, non-disturbance and attornment provided in this Lease, within ten (10) days after Landlord’s written request therefor, Tenant shall execute any and all documents required by Landlord, or any Mortgagee evidencing this Lease to be subordinate to the lien of any such lease, mortgage or deed of trust, as the case may be provided that such document grants Tenant non-disturbance under such entity’s then customary form and recognizes Tenant’s rights hereunder. Tenant appoints Landlord as Tenant’s attorney-in-fact to execute such documents on behalf of Tenant if Tenant does not do so.

Subordination and Attornment. This 39. Lessee hereby subordinates all of Lessee's rights, title and interest under this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, existing and all amendments, extensions, renewals, replacements future mortgages and modifications deeds of trust on the building. Lessee agrees to execute and deliver promptly such mortgage or trust deed and/or agreement and other documents as Lessor may request to confirm and acknowledge the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that foregoing subordination agreement. In the Lease shall be superior to such lease or mortgage or trust deed. If event the lien of any such mortgage or deed of trust deed is foreclosed (including any sale or title to the building is conveyed in lieu of the Real Property pursuant foreclosure, Lessee hereby agrees to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser or of the building at the any foreclosure sale and the grantee of any such deed and to confirm this Lease and recognize such purchaser or grantee as the Lessor hereunder. So long as Lessee is not in default, the Lease shall remain in full force and effect for the full term hereof. This Lease shall be subject to assignment by Lessor. ESTOPPEL CERTIFICATE 40. Lessee shall, without charge, within ten (10) days after written request by Lessor, deliver to Lessor in writing an executed statement certifying that this Lease is unmodified and in full force and effect, or in the case of lease modifications, that the Lease as modified is in full force and effect, the dates to which rent or other charges have been paid, the amount, if any, of prepaid rent and deposits paid by Lessee to Lessor, the nature and kind of concessions, rental or otherwise, if any, which Lessee has received or is entitled to receive, and to Lessee's knowledge that Lessor is not in default under any provision of this Lease or, if in default, a detailed description hereof. TRANSFER OF LESSOR'S INTEREST IN PREMISES 41. In the event of any sale or exchange of the Premises by Lessor and assignment by Lessor of this Lease, the Lessor shall be entirely freed and relieved of its covenants and obligations contained in, or derived from the Lease arising out of any act, occurrence or omission relating to the ground lessor under Premises or this Lease occurring after the consummation of such lease, as the case may be, provided, sale or exchange and assignment provided however, that such purchaser or ground lessor the new owner shall not be (i) bound by any payment of Rent for more than one month in advance except payments in assume and agree to perform all the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any covenants and obligations of any preceding Landlord; Lessor contained herein. In the event of such sale or (iii) bound by any amendment or modification of exchange, this Lease made without shall nevertheless remain unimpaired and in full force and effect and Lessee hereunder agrees to attorn to the written consent then owner of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinLeased Premises.

Subordination and Attornment. This Landlord shall have the right to subordinate this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such leaseexisting future ground Lease, deed of trust or mortgage encumbering the Demised Premises (a "mortgage") and (ii) advances made on the lien of security thereof and any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landxxxx'x xight to obtain such a subordination is subject to Landlord's providing Tenant with a written Subordination, Non-disturbance and modifications of such mortgage or trust deed and/or Attornment Agreement from the obligation secured thereby, unless such ground lease or ground lessor, beneficiary or mortgage, trust deed or Mortgagee, expressly provides or elects that mortgagee wherein Tenaxx'x xight to peaceable possession of the Demised Premises during the Lease Term shall not be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and is foreclosed (including any sale of the Real Property pursuant to a power of sale)not otherwise in default, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the in which case may be, Tenant shall attorn to the purchaser transferee of or successor to Landxxxx'x xnterest in the Demised Premises and recognize the transferee or successor as Landlord under this Lease, and further providing that such lessor, beneficiary or mortgagee shall at all times recognize Tenaxx'x xights under this Lease, including making insurance and condemnation proceeds available to Landlord and/or Tenant for reconstruction or repair of the foreclosure sale Demised Premises after a casualty or condemnation so long as this Lease is not terminated by Landlord or Tenant as provided in Articles 8 or 9 hereof. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the lien of its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, this Lease shall be deemed superior to the ground lessor under such lease, as the case may be, provided, however, that such purchaser deed of trust or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of mortgage whether this Lease made without is dated prior or subsequent to the written consent date of the Mortgagee ground lease, deed of trust or ground lessor; mortgage or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument the date of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinrecording thereof.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any all future ground or underlying lease leases of the Real Property and to the lien of any mortgages or trust deeds, now or hereafter in force against the Real Property, now or hereafter existingif any, and (ii) all amendmentsrenewals, extensions, renewals amendments, modifications, consolidations and modifications to any such leasereplacements thereof, and (iiiii) all advances made or hereafter to be made upon the lien security of any mortgage such mortgages or trust deed now deeds, unless the holders of such mortgages or hereafter encumbering fee title to trust deeds, or the Real Property and/or the leasehold estate lessors under any such leaseother ground leases or underlying leases, and all amendmentsrequire in writing that this Lease be superior thereto. Notwithstanding the foregoing, extensions, renewals, replacements and modifications Tenant’s agreement to enter into a written agreement to subordinate its interest under this Lease to a lien or ground lease not in existence as of the date of this Lease shall be conditioned upon the holder of such mortgage lien, or trust deed and/or the obligation secured thereby, unless such ground lease or a ground lessor, or mortgageas applicable, trust deed or Mortgagee, expressly provides or elects confirming in writing that Tenant’s leasehold interest hereunder shall not be disturbed so long as no default by Tenant exists under this Lease. Tenant covenants and agrees in the Lease shall be superior to such lease or mortgage or trust deed. If event any proceedings are brought for the foreclosure of any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)mortgage, or if any such other ground or underlying lease is terminated, upon request of the Mortgagee to attorn, without any deductions or ground lessorset-offs whatsoever, as the case may be, Tenant shall attorn to the purchaser at the upon any such foreclosure sale sale, or to the lessors of such other ground lessor under such or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, within ten (10) business days of request by Landlord, execute such reasonable further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord agrees to use commercially reasonable efforts to obtain from the current lender holding a lien on the Real Property as of the date hereof a subordination, non-disturbance and attornment agreement (“SNDA”) in favor of Tenant with respect to this Lease, in the current lender’s standard form (with revisions as agreed upon by Tenant and such lender), within thirty (30) days following the full execution and delivery hereof. Tenant shall reimburse Landlord for any fees charged to Landlord in obtaining such SNDA for Tenant (including any processing fees or costs charged by the current lender); provided, however, that such purchaser or ground lessor shall so long as Tenant does not be (i) bound by any payment of Rent for request material changes to the current lender’s standard form SNDA, resulting in more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; two (ii2) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, howeverdrafts, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes only be required to reimburse Landlord as a maximum of $1,500.00 in connection with requesting the SNDA for Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to all times ground or underlying leases (including renewals, extensions, modifications, consolidations and replacements thereof) 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 (iincluding renewals, extensions, modifications, consolidations and replacements thereof) 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 lease, without the necessity of the Real Propertyexecution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Nevertheless, now Tenant covenants and agrees to execute and deliver upon demand, without charge therefor, such further instruments evidencing such subordination of this Lease to such ground or hereafter existingunderlying leases, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage such mortgages or deeds of trust deed now or hereafter encumbering fee title as may be required by Landlord. Notwithstanding anything contained herein to the Real Property and/or contrary, if any mortgagee, trustee or ground lessor shall elect that this Lease is senior to the leasehold estate under any such lien of its mortgage, deed of trust or ground lease, and all amendmentsshall give written notice thereof to Tenant, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior deemed prior to such lease mortgage, deed of trust or mortgage ground lease, whether this Lease is dated prior or trust deed. If any such mortgage subsequent to the date of said mortgage, deed of trust, or trust deed is foreclosed (including any sale ground lease, or the date of the Real Property pursuant to a power recording thereof. In the event of any foreclosure sale), transfer in lieu of foreclosure or if any such lease is terminated, upon request termination of the Mortgagee lease in which Landlord is lessee, Tenant shall attorn to the purchaser, transferee or ground lessor, lessor as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, and recognize that party as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations landlord under this Lease; (ii) , provided such party acquires and accepts the Premises subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinLease.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate to all Mortgages now or hereafter placed upon the Building, and all other encumbrances and matters of public record applicable to the Building, including without limitation, any reciprocal easement or operating agreements, covenants, conditions and restrictions and Lessee shall not act or permit the Premises to be operated in violation thereof. If any foreclosure or power of sale proceedings are initiated by any Lender or a deed in lieu is granted (or if any ground lease is terminated), Lessee agrees, upon written request of any such Lender or any purchaser at all times such foreclosure sale, to attorn and pay rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment. In the event of attornment, no Lender whose name and address have been provided to Lessee in a written notice from Lessor shall be: (i) liable for any ground act or underlying lease omission of the Real PropertyLessor, now or hereafter existing, and all amendments, extensions, renewals and modifications subject to any offsets or defenses which Lessee might have against Lessor (prior to such leaseLender becoming Lessor under such attornment), and (ii) the lien of liable for any mortgage security deposit or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of prepaid Rent for more than one month in advance except payments in the nature of security for the performance not actually received by Tenant of its obligations under this Lease; (ii) subject to any offsetsuch Lender, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or future modification of this Lease made without not consented to by such Lender. Any Lender may elect to make this Lease prior to the lien of its Mortgage, and if the Lender under any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written consent notice to Lessee. Lessee agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Lessee upon Lessor, provided that prior to such notice Lessee has been notified in writing (by way of service on Lessee of a copy of an assignment of leases, or otherwise) of the Mortgagee name and address of such Lender. Lessee further agrees that if Lessor shall have failed to cure such default within the time permitted Lessor for cure under this Lease, any such Lender whose address has been so provided to Lessee shall have an additional period of thirty (30) days in which to cure (or ground lessor; such additional time as may be required due to causes beyond such Lender's control, including time to obtain possession of the Building by power of sale or (iv) liable for any security deposits not actually received judicial action or deed in cash by such purchaser or ground lessorlieu of foreclosure). This subordination The provisions of this Article shall be self-operative operative; however, Lessee shall execute such documentation as Lessor or any Lender may request from time to time in order to confirm the matters set forth in this Article in recordable form. To the extent not expressly prohibited by Law, Lessee waives the provisions of any Law now or hereafter adopted which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease or Lessee's obligations hereunder if such foreclosure or power of sale proceedings are initiated, prosecuted or completed subject to section 44 hereof. Lessee agrees to execute any instruments evidencing such subordination and no further certificate or instrument of subordination need attornment as reasonably may be required by the holder of any such Mortgagee mortgage or ground lessor. In confirmation deed of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and trust on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinbuilding.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, any Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate to all Mortgages now or hereafter placed upon the Building, and all other encumbrances and matters of public record applicable to the Building, including without limitation, any reciprocal easement or operating agreements, covenants, conditions and restrictions and Lessee shall not act or permit the Premises to be operated in violation thereof. If any foreclosure or power of sale proceedings are initiated by any Lender or a deed in lieu is granted (or if any ground lease is terminated), Lessee agrees, upon written request of any such Lender or any purchaser at all times such foreclosure sale, to attorn and pay rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment. In the event of attornment, no Lender shall be: (i) liable for any ground act or underlying lease omission of the Real PropertyLessor, now or hereafter existing, and all amendments, extensions, renewals and modifications subject to any offsets or defenses which Lessee might have against Lessor (prior to such leaseLender becoming Lessor under such attornment), and (ii) the lien of liable for any mortgage security deposit or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of prepaid Rent for more than one month in advance except payments in the nature of security for the performance not actually received by Tenant of its obligations under this Lease; (ii) subject to any offsetsuch Lender, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or future modification of this Lease made without not consented to by such Lender. Any Lender may elect to make this Lease prior to the lien of its Mortgage, and if the Lender under any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written consent notice to Lessee. Lessee agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Lessee upon Lessor, provided that prior to such notice Lessee has been notified in writing (by way of service on Lessee of a copy of an assignment of leases, or otherwise) of the Mortgagee name and address of such Lender. Lessee further agrees that if Lessor shall have failed to cure such default within the time permitted Lessor for cure under this Lease, any such Lender whose address has been so provided to Lessee shall have an additional period of thirty (30) days in which to cure (or ground lessor; such additional time as may be required due to causes beyond such Lender's control, including time to obtain possession of the Building by power of sale or (iv) liable for any security deposits not actually received judicial action or deed in cash by such purchaser or ground lessorlieu of foreclosure). This subordination The provisions of this Article shall be self-operative operative; however, Lessee shall execute such documentation as Lessor or any Lender may request from time to time in order to confirm the matters set forth in this Article in recordable form. To the extent not expressly prohibited by Law, Lessee waives the provisions of any Law now or hereafter adopted which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease or Lessee's obligations hereunder if such foreclosure or power of sale proceedings are initiated, prosecuted or completed. Lessee agrees to execute any instruments evidencing such subordination and no further certificate or instrument of subordination need attornment as reasonably may be required by the holder of any such Mortgagee mortgage or ground lessor. In confirmation deed of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and trust on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinbuilding.

Subordination and Attornment. This Lease is and shall be expressly Tenant's rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative paragraph are self operative, and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessoris required. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination. Notwithstanding the preceding provisions of this paragraph, if any ground lessor may request. or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant, then this Lease is deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease, and thereafter if such Lender or lessor succeeds to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure or otherwise, then (i) such successor landlord will not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (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 obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen 's landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any instruments that may be necessary to evidence such attornment, and (vi) on such attornment, this Lease shall continue in effect as a direct lease between such successor landlord and Tenant. At the request of Landlord or any Lender, Tenant shall, within 14 days of request, execute any commercially reasonable instruments confirming Subordination, Non-Disturbance, and Attornment Agreements ("SNDA") in the applicable Lender's customary form. Notwithstanding any contrary provision of this Article 23, a condition precedent to the subordination of this Lease to any future mortgage, deed of trust, ground or underlying lease is that Landlord shall obtain for the benefit of Tenant a commercially reasonable SNDA from the mortgagee, beneficiary or lessor under such future instrument, pursuant to which the mortgagee, beneficiary or lessor will agree (i) not to disturb the possession of Tenant under the Lease upon any foreclosure or exercise of power of sale under such mortgage or deed of trust or termination of such ground or underlying lease, if Tenant is not in default hereunder (beyond the expiration of any applicable notice and cure periods), and (ii) will accept the attornment of Tenant thereafter as provided for hereinhereinbelow as long as Tenant is not in default under this Lease (beyond the expiration of any applicable notice and cure period).

Subordination and Attornment. This (a) Simultaneous with the execution of this Lease by Lessor, Lessor shall cause the Subordination and Non-disturbance Agreement in the form of Exhibit B to be executed by all then current ground lessors and holders of all Indentures. In such case, this Lease is and shall be expressly subject to and subordinate at to all times to (i) any ground leases and Indentures which affect the Land or underlying lease the Leased Property and which are of public record as of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee date Lessor acquires title to the Real Property and/or the leasehold estate under any such leaseLand, and to all amendmentsrenewals, extensionsmodifications, renewalsconsolidations, replacements and modifications of such mortgage or trust deed and/or extensions thereof. However, if the obligation secured thereby, unless lessor under any such ground lease or any of Lessor’s Assignees shall advise Lessor that it desires or requires this Lease to be made prior and superior thereto, then, within twenty (20) days of written request of Lessor to Lessee, Lessee shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Lessor and such lessor or Lessor’s Assignee deems necessary or desirable to make this Lease prior thereto. However, if any lessor under any such future ground lessor, lease or mortgage, any Lessor’s Assignee holding or offering to hold such future mortgage or deed of trust deed shall desire or Mortgagee, expressly provides or elects require that the this Lease shall be superior made subject to and subordinate to such lease or future ground lease, mortgage or deed of trust deed. If then Lessee agrees, within twenty (20) days after Lessor’s written request therefor, to execute, acknowledge and deliver to Lessor any and all documents or instruments requested by Lessor or by such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, or Lessor’s Assignee as may be necessary or proper to assure the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification subordination of this Lease made without the written consent to such future ground lease or Indenture, but only if such lessor or Lessor’s Assignee agrees to recognize Lessee’s rights under this Lease and agrees not to disturb Lessee’s quiet possession of the Mortgagee or ground lessor; or (iv) liable Leased Premises in an instrument substantially in the form of Exhibit B. If Lessor assigns the Lease as security for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordinationa loan, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact Lessee agrees to execute such certificate or instrument for documents as are reasonably requested by the Lessor’s Assignee and on behalf to provide reasonable provisions in the Lease protecting the security interest of Tenant upon Tenantsuch Lessor’s failure to do so within fifteen (15) days Assignee which are customarily required by institutional lenders making loans secured by a deed of a request to do sotrust. Upon request by such successor in interestWithout limiting the foregoing, Tenant shall execute Lessee hereby approves the form of Subordination, Non-Disturbance and deliver reasonable instruments confirming the attornment provided for herein.Attornment Agreement attached hereto as Exhibit B.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except for (x) payments in the nature of security for the performance by Tenant of its obligations under this Lease; and (y) free rent periods as set forth in Section 1.01(8) of this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding LandlordLandlord except to the extent the same continues after Mortgagee has taken possession of the Premises; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Landlord shall use its best efforts to secure a non-disturbance agreement for the benefit of Tenant from any future mortgage lien holder on the Building, however failure to secure the non-disturbance agreement shall not be a default under this Lease.

Subordination and Attornment. ​ This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or or, provided the applicable ground lessor tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or or, provided the Mortgagee tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one (1) month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. (a) This Lease is Lease, and all rights of Tenant hereunder, are and shall be expressly subject and subordinate at in all times respects to (i) any all present and future ground or leases, overriding leases and underlying lease leases and/or grants of term of the Real Property, real property and/or the Building or the Building Complex now or hereafter existingexisting and to all deeds of trust, mortgages and all amendmentsbuilding loan agreements, extensionsincluding leasehold mortgages and building loan agreements, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed which may now or hereafter encumbering fee title affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to the Real Property and/or the leasehold estate each and every advance made or hereafter to be made under any such leasedeeds of trust or mortgages, and to all amendmentsrenewals, extensions, renewalsmodifications, replacements and modifications extension of such mortgage or leases, deeds of trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedand mortgages. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In However, in confirmation of such subordination, howeverTenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord) at Tenant's own cost and expense, within five (5) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any 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 purpose of executing whatever documents are necessary to evidence such subordination. The leases to which this lease is, at the time 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 a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to request such superior party grant to Tenant a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact attorn to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinsuperior party.

Subordination and Attornment. This Lease is and all of Tenant's rights hereunder shall be expressly subject subordinate to any and subordinate at all times Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made 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 any subordination shall be conditioned upon the receipt by Tenant of a nondisturbance agreement from the Encumbrancer in commercially reasonable form and content, provided that Tenant agrees to pay any fees or costs charged by the Encumbrancer in connection with the negotiation and delivery of such nondisturbance agreement. 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 setoffs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such leaselessor), and (ii) the lien of any mortgage shall recognize such purchaser or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, Encumbrancer as the case 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 this Lease to be observed and performed by Tenant. Landlord's interest herein may bebe assigned as security at any time to any Encumbrancer. Within thirty (30) days after request by Landlord or any Encumbrancer, Tenant shall attorn execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance. 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 or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the purchaser at the foreclosure sale or to the ground lessor interest of Landlord under such leasethis Lease, as the case may be, provided, however, that such purchaser or ground lessor Encumbrancer shall not be (i) bound by liable for any payment action or omission of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations any prior Landlord under this Lease; , or (ii) subject to any offsetoffsets or defenses which Tenant might have against any prior Landlord, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification Rent which Tenant might have paid for more than thirty (30) days in advance of its due date under this Lease made without the written consent of the Mortgagee or ground lessor; to any prior Landlord, or (iv) liable for any security deposits Security Deposit not actually received in cash by such purchaser Encumbrancer, or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required (v) bound by any such Mortgagee or ground lessor. In confirmation future modification of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact this Lease not consented to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant Encumbrancer where such Encumbrancer's consent was required under the terms of the Encumbrance. The foregoing shall execute and deliver reasonable instruments confirming not release Encumbrancer of the attornment provided for hereinobligation to cure any continuing default of Landlord's repair obligations under this Lease.

Subordination and Attornment. This Tenant agrees that this Lease is and shall may, at the option of Landlord, be expressly subject and subordinate at all times to (i) any mortgage, deed of trust, any other Instrument of security, or ground or underlying lease of the Real Property, which is now or hereafter existingplaced on the Premises, and all amendmentsprovided that, extensions, renewals and modifications with respect to any such leaseinstrument over which this Lease would otherwise have priority, such subordination is conditioned upon the mortgagee, beneficiary, other secured party or ground lessor executing and (ii) delivering a Non-Disturbance Agreement In a form reasonably required by such mortgagee, beneficiary or other party recognizing all rights of Tenant hereunder. Subject to Landlord’s providing an executed Non-Disturbance Agreement, in reasonably acceptable form, the foregoing subordination described herein is hereby made effective without any further act of Tenant. In addition, following the mutual execution and delivery of this Lease Landlord shall make commercially reasonable efforts to obtain a Non-Disturbance Agreement for the benefit of Tenant from the beneficiary under any mortgage, deed of trust, any other instrument of security, or ground lease encumbering the Building as of the date of this Lease. Tenant shall, at any time hereafter, on demand, execute any instruments, releases, or other documents that may be required by any mortgagee, mortgagor, or trustor or beneficiary under any security instrument for the purpose of subjecting and subordinating this Lease to the lien of such instrument and Tenant shall agree to reasonable modifications to the form of Non-Disturbance Agreement so long as such modifications do not diminish Tenant’s rights under this Lease. Tenant shall attorn to any mortgage third party purchasing or trust deed otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any rights, powers or remedies under any instruments of security or ground leases now or hereafter encumbering fee title to all or any part of the Real Property and/or Premises, as if such third party had been named as Landlord under this Lease. Tenant may encumber or finance its moveable fixtures and equipment installed on the leasehold estate under Premises and its inventory, and no such encumbrance or financing shall be deemed an assignment by Tenant hereunder. In connection with any such leaseencumbrance or financing, Landlord agrees to execute and all amendmentsdeliver an owner’s waiver and consent thereto In a form reasonably acceptable to Landlord and Tenant’s tender, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed provided Tenant is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant In default of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinhereunder.

Subordination and Attornment. This Tenant hereby agrees that this Lease is and shall automatically be expressly subject and subordinate at all times to (i) any ground indenture of mortgage or underlying lease deed of trust that may hereafter be placed upon the Real PropertyBuilding on the land and to all renewals, now or hereafter existingreplacements and extensions thereof, and to all amendmentsamounts secured thereby, extensions, renewals and modifications except to the extent that any such leaseindenture of mortgage or deed of trust provides otherwise, and (ii) any ground or underlying lease. Tenant shall at Landlord's or any Lender's or any prospective Lender's request execute such further instruments or assurances as Landlord or any Lender or any prospective Lender may reasonably deem necessary to evidence the subordination of this Lease to the lien of any such indenture or mortgage or deed of trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage ground or trust deed and/or the obligation secured thereby, unless such ground underlying lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects to acknowledge that the this Lease shall be is superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessorlien, as the case may be. Should any prospective mortgage or ground lessor require any modification of this Lease, which modification(s) will not cause an increased cost, expense or obligation to Tenant or in any other way materially and adversely change the rights and obligations of Tenant or Landlord hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to promptly execute and deliver whatever documents are required therefor. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to subordinate to a mortgage that is entered into after the date of this Lease unless Tenant is furnished with a non-disturbance agreement from the lender on the lender's standard form or in a form which is otherwise acceptable to the lender, provided furnishing such non-disturbance agreement shall not be a condition to Tenant's subordination to the mortgage if Tenant is in default. Tenant shall, in the event of a sale or assignment of Landlord's interest in the Land, the Building, or this Lease, or if the Land or the Building comes into the hands of a Lender, ground lessor or any other person whether because of a mortgage foreclosure, exercise of a power of sale under a mortgage, deed-in-lieu of foreclosure, termination of the ground lease, or otherwise, attorn to the purchaser or such Lender or other person and recognize the same as Landlord hereunder. Tenant shall execute, at the foreclosure sale request of Landlord, such purchaser, Lender, or such other person entitled to the attornment by Tenant under this paragraph, any attornment agreement required by such person to be executed, and containing such provisions as such mortgage, ground lessor under such leaseor other person requires. Notwithstanding anything to the contrary contained herein, as the case may be, provided, however, that such purchaser or ground lessor Tenant shall not be (i) bound by any payment of Rent for more than one month in advance except payments in required to subordinate to a mortgage that is entered into after the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification date of this Lease made without unless Tenant is furnished with a non-disturbance agreement from the written consent of lender on the Mortgagee lender's standard form or ground lessor; or (iv) liable for any security deposits in a form which is otherwise acceptable to the lender, provided furnishing such non-disturbance agreement shall not actually received be a condition to Tenant's subordination to the mortgage if Tenant is in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereindefault.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantXxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantXxxxxx’s failure to do so within fifteen (15) days of after a request to do so. Upon request by such successor in interest, Tenant Xxxxxx shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. (a) This Lease is and shall be expressly subject and subordinate at all times to the Declaration and all other documents relating to the condominium of which the Building forms a part and to (i) any ground or underlying lease of the Real Property, now or, provided the ground lessor thereunder has tendered to Tenant a commercially reasonable nondisturbance instrument providing that, subject to the Recognition and Attornment Provisions (as hereinafter defined), in the event of termination of the ground lease, if a Default has not occurred, this Lease will not be terminated or extinguished, nor will the rights and possession of Tenant hereunder be disturbed, hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or, provided the lender thereunder has tendered to Tenant a commercially reasonable subordination and nondisturbance instrument providing that, subject to the Recognition and Attornment Provisions, in the event of a foreclosure of the mortgage or deed of trust or deed in lieu of foreclosure, if a Default has not occurred, this Lease will not be terminated or extinguished, nor will the rights and possession of Tenant hereunder be disturbed, hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such leaseProperty, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; provided however, that Mortgagee shall be obligated to cure any default that is capable of being cured by Mortgagee and that is continuing as of the date Mortgagee acquires title to the Premises within a reasonable period after the date Tenant delivers written notice of such default to Mortgagee; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor, other than nonmaterial, nonfinancial amendments and amendments or modifications or amendments to effect the exercise of rights expressly set forth in Lease; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessorlessor (collectively, the “Recognition and Attornment Provisions”). This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Subject to the terms of this Article 20, this Lease is and shall be expressly subject and subordinate to all ground or underlying leases and to any first mortgage(s) which may now or hereafter affect those leases or the land and to all renewals, modifications, consolidations, replacements and extensions thereof (collectively, “Security Documents”). Except as otherwise provided in this Article 20 below, this subordination shall be self-operative; however, Tenant shall execute within fifteen (15) days any commercially reasonable instrument that Landlord or any first mortgagee may request confirming subordination. Before any foreclosure sale under a mortgage, the mortgagee may have the right to subordinate the mortgage to this Lease, and, in the event of a foreclosure, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its landlord the purchaser of Landlord’s interest under this Lease. Tenant shall, within fifteen (15) days following the request of a mortgagee or purchaser at all times foreclosure, execute, acknowledge and deliver any commercially reasonable instrument that has for its purpose and effect the subordination of the lien of any mortgage to this Lease or Tenant’s attornment to the purchaser. Landlord represents and warrants to Tenant that, as of the Lease Date, there are no Security Documents which affect the Project, or any part thereof (i) or to which Tenant’s interest in this Lease is subordinate). Notwithstanding any provision to the contrary contained in this Article 20, in consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Real Property, now Building or hereafter existing, and all amendments, extensions, renewals and modifications the Project or to any such lease, and (ii) the lien of any future mortgage or trust deed now hereafter enforced against the Building or hereafter encumbering fee title the Project and to the Real Property and/or the leasehold estate under any such lease, and all amendmentsrenewals, extensions, renewalsmodifications, consolidations and replacements and modifications of such mortgage or trust deed and/or thereof, Landlord shall deliver to Tenant a commercially reasonable non-disturbance agreement executed by the obligation secured thereby, unless landlord under such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such underlying lease or the holder of such first mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and Lease, at Landlord's option, shall be expressly subject and subordinate at all times to any mortgage (i) any ground or underlying lease of the Real Property, now or hereafter existingplaced upon the Building), ground lease or declaration of covenants (hereafter placed upon the Building) regarding maintenance and use of any areas contained in any portion of the Building, and all amendments, extensions, renewals and modifications to any such leaseand all advances made under any mortgage and to all renewals, modifications, consolidations, replacements, and (ii) 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 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 trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessortrust, as the case may be, Tenant shall attorn and by failing to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be do so within five (i5) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the days after written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, howeverdemand, Tenant shall execute promptly any reasonable certificate or instrument that Landlorddoes hereby make, Mortgagee or ground lessor may request. Tenant hereby constitutes constitute, and irrevocably appoint Landlord as Tenant’s ; attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon in Tenant’s failure to do so within fifteen (15) days of a request 's name, place, and stead, to do so. Upon request by This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not such successor in interestownership is acquired as a result of a sale through foreclosure of a deed of trust or mortgage, or otherwise. Notwithstanding the foregoing, Tenant shall execute only be obligated to subordinate its leasehold interest to any mortgage, deed or trust, ground lease, or declaration of covenants now or hereafter placed upon the Building if the holder of such mortgage or deed or trust or the landlord under such ground lease or the declarant under such declaration of covenants will grant to tenant a non-disturbance 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 default of Landlord hereunder, shall have the right to remain in possession of the Leased Premises described herein in accordance with the terms and provisions of this Lease for so long as Tenant shall not be in default under this Lease. Additionally, Tenant shall, at such time or times as Landlord may request, upon not less than five (5) days' prior written request by Landlord sign and deliver to Landlord a certificate stating whether this Lease is in full force and effect; whether any amendments or modification exist; whether any Monthly Rent has been prepaid and, if so, how much; whether there are any defaults hereunder; and such other information and agreements as may be reasonable instruments confirming requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of Landlord's interest herein, or a holder or prospective holder of any mortgage encumbering the attornment provided Building. Tenant's failure to deliver such statement within such time shall constitute an Act of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for hereinan estoppel certificate.

Subordination and Attornment. This Landlord shall have the right to subordinate this Lease is and shall be expressly subject and subordinate at all times to (i) any future ground Lease, deed of trust or underlying lease of mortgage encumbering the Real Property, now or hereafter existingDemised Premises, and all amendments, extensions, renewals advances made on the security thereof and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord’s right to obtain such a subordination is subject to Landlord’s providing Tenant with a written Subordination, Non-disturbance and modifications of such mortgage or trust deed and/or Attornment Agreement from the obligation secured thereby, unless such ground lease or ground lessor, beneficiary or mortgage, trust deed or Mortgagee, expressly provides or elects that mortgagee wherein Tenant’s right to peaceable possession of the Demised Premises during the Lease Term shall not be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed disturbed if Tenant pays the Rent and performs all of Tenant’s obligations under this Lease and is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the not otherwise in default in which case may be, Tenant shall attorn to the purchaser at transferee of or successor to Landlord’s interest in the foreclosure sale Demised Premises and recognize the transferee or successor as Landlord under this Lease. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the lien of its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, this Lease shall be deemed superior to the ground lessor under such lease, as deed of trust or mortgage whether this Lease is dated prior or subsequent to the case may bedate of the ground lease, provided, however, that such purchaser deed of trust or ground lessor shall not be (i) bound by any payment mortgage or the date of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations recording thereof. Tenant’s rights under this Lease; (ii) subject , unless specifically modified at the time this Lease is executed, are subordinated to any offsetexisting ground lease, defense deed of trust or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without mortgage encumbering the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinDemised Premises.

Subordination and Attornment. This The text of Paragraph 38 of the ---------------------------- Original Lease is hereby deleted in its entirety, and shall be expressly the following is hereby inserted in place thereof: "Tenant acknowledges that this Lease is subject and subordinate at to all times leases in which Landlord is lessee and to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or deed of trust deed now in force against the Building and to all advances made or hereafter encumbering fee title to the Real Property and/or the leasehold estate under be made thereunder, or any such lease, amendments or modifications thereof. Tenant also agrees that this Lease shall be subject and all amendments, extensions, renewals, replacements subordinate to any future leases in which Landlord is lessee and modifications of such to any future first mortgage or deed of trust deed and/or hereafter in force against the obligation secured thereby, unless such ground lease Building and to all advances made or ground lessorhereafter to be made thereunder, or mortgageany amendments or modifications thereof (all such existing and future leases, mortgages and deeds of trust deed or Mortgageereferred 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, expressly provides or elects that the then this Lease shall be superior to the lien of any such lease or lease, mortgage or deed of trust deedand all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed of trust. If requested in writing by Landlord or any such mortgage first mortgagee or trust deed ground lessor of Landlord, Tenant agrees to execute a subordination agreement required to further effect the provisions of this paragraph. "In the event of (a) any transfer of the Building in lieu of foreclosure or, (b) the termination of a lease for the Building in which Landlord is foreclosed lessee or, (including c) the foreclosure of any Superior Instrument, or (d) a sale of the Real Property Building pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may beSuperior Instrument, Tenant shall attorn to the such purchaser, transferee or, lessor, or purchaser at the foreclosure sale or to the ground lessor under and shall recognize such lease, party as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations landlord under this Lease; (ii) , provided such party acquires and accepts the Leased Premises subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.this

Subordination and Attornment. This Lease is and shall be expressly Tenant’s rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Basic Monthly Rent or any other Rent (except to the extent such prepayment is required under this Lease), (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and 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 ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease. Notwithstanding the foregoing, Landlord shall make commercially reasonable efforts to provide an SDNA on Landlord’s lenders required form (which is attached as Exhibit “E”) from the lender currently holding interest in the Building superior to this Lease, PNC Bank, National Association, within 30 days following the full execution of this Lease.

Subordination and Attornment. This Lease is and shall be expressly Tenant’s rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Basic Monthly Rent or any other Rent (except to the extent such prepayment is required under this Lease), (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and 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 ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease. Notwithstanding the foregoing, Landlord shall make commercially reasonable efforts to provide an SONA on Landlord’s lenders required form (which is attached as Exhibit “E”) from the lender currently holding interest in the Building superior to this Lease, PNC Bank, National Association, within 30 days following the full execution of this Lease.

Subordination and Attornment. This (a) Landlord represents and warrants to Tenant that, as of the date of this Lease, the Land and Building are not encumbered by any mortgages or ground or underlying leases, except for the Lease is Agreement referred to in item 3 of Schedule B. of the owner’s policy of title insurance issued in favor of Landlord by Chicago Title Insurance Company, policy no. x x xxxx xxx xxxxxxxx, a copy of which policy has been provided to Tenant. Tenant agrees that this Lease and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of which may hereafter be in effect regarding the Real PropertyProject or any component thereof, now to any mortgage hereafter encumbering the Demised Premises or the Project or any component thereof; to all advances made or hereafter existingto be made upon the security of such mortgage, and to all amendments, extensionsmodifications, renewals and modifications to any such leaserenewals, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendmentsconsolidations, extensions, renewalsand restatements of such mortgage, and to any replacements and modifications of substitutions for such mortgage mortgage; provided, however, such subordination is conditioned upon the lessor or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessormortgagee, as the case may be, Tenant shall attorn executing and delivering a subordination, non-disturbance and attornment agreement in a form customarily used by institutional lenders (and reasonably acceptable to the purchaser at the foreclosure sale tenants) in connection with multi-tenant office projects pursuant to which such lessor or to the ground lessor under such leasemortgagee, as the case may be, providedwill agree that so long as no event of default by Tenant has occurred under this Lease and is continuing, however, that such purchaser or ground lessor Tenant’s possession of the Demised Premises shall not be (i) bound by any payment of Rent for more than one month in advance except payments disturbed and Tenant’s rights under this Lease shall not be terminated in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default exercise of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee rights of the lessor or mortgagee under such ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser underlying lease or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do somortgage. Upon request by such successor of any party in interest, Tenant shall execute promptly such subordination, non-disturbance and deliver reasonable instruments confirming attornment agreement required to carry out the attornment provided for hereinintent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee.

Subordination and Attornment. This (a) Provided that Landlord obtains a commercially reasonable and customary non-disturbance agreement from the applicable ground lessor or the applicable holder of the mortgage, Tenant agrees that this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, which may now or hereafter existingbe in effect regarding the Project or any component thereof, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the Real Property and/or the leasehold estate under any security of such leasemortgage, and to all amendments, extensionsmodifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and modifications of substitutions for such mortgage or trust deed and/or mortgage. Tenant hereby acknowledges and agrees that a non-disturbance agreement which contains the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or exceptions to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be lessor's/mortgagee's assumption of liability which are described in items (i) bound -(vi) of subparagraph (c) below, will be a commercially reasonable and customary non-disturbance agreement. However, the non-disturbance agreement must also provide that if any portion of the Construction Allowance is due and payable under the Lease but has not yet been paid by any payment Landlord, Tenant may offset the unfunded portion of Rent for more than one month in advance except payments in the nature Construction Allowance against the installments of security for the performance by Tenant of its obligations Base Rental and Additional Rental next due under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification . The terms of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination provision shall be self-operative and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordinationTenant, however, Tenant upon request of any party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any reasonable certificate or instrument that Landlordother party in interest, Mortgagee or ground lessor may requestincluding, without limitation, any mortgagee. Tenant Landlord is hereby constitutes Landlord irrevocably vested with full power and authority as Tenant’s attorney-in-fact for Tenant and in Tenant's name, place and stead, to, subordinate Tenant's interest under this Lease to execute the lien or security title of any mortgage and to any future instrument amending, modifying, renewing, consolidating, extending, restating, replacing or substituting any such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinmortgage.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to the liens of all times mortgages, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any portion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deeds of trust, other security instruments, and ground leases being hereinafter referred to (i) as "Mortgages" and the mortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called "Mortgagees"), and to any ground and all renewals, extensions, modifications, or underlying lease refinancings thereof, without any further act of the Real PropertyTenant. 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 Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such a new landlord without any deduction or set-off of any kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter existingin effect, and all amendmentswhich may give, extensionsor purport to give, renewals and modifications Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such leaseforeclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, and (ii) any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to be senior to such Mortgages without regard to the respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall have the same rights as to this Lease as it would have had were this Lease executed and delivered before the execution of such Mortgages. Upon Tenant's written request, Landlord shall use reasonable efforts, excluding the payment of money, to obtain a non-disturbance agreement from Landlord's Mortgagee with respect to this Lease. Landlord agrees to submit to such Mortgagee on Tenant's behalf a non-disturbance agreement prepared by Tenant, however, Landlord makes no representation that its Mortgagee will execute any mortgage such agreement. Notwithstanding anything contained in the Lease to the contrary, this Lease and Tenant's rights thereunder, shall not be subject and subordinate in any way to any future mortgages, unless Tenant receives a non-disturbance agreement from each future mortgagee. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or trust deed now defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder, or hereafter encumbering fee materially adversely affect the leasehold interest hereby created or Tenant's use and enjoyment of the Premises, or increase the amount of Annual Basic Rent and Additional Rent payable hereunder. Tenant agrees that, if Baltimore City acquires title to the Real Property Building and/or the leasehold estate under any such leaseProject, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale by reason of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request Provisions of the Mortgagee or ground lessor, as the case may beCity Disposition Agreement, Tenant shall attorn to Baltimore City, recognize Baltimore City as the purchaser at Landlord under this Lease, and make all payments required hereunder to Baltimore City without any deduction or set-off of any kind whatsoever. Tenant waives the foreclosure sale 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 ground lessor under obligations of Tenant hereunder in the event that any such leasereverter of title to Baltimore City occurs. In connection with such attornment by Tenant to Baltimore City, as the case may be, provided, however, that such purchaser or ground lessor possession of Tenant of the Premises shall not be (i) bound by any payment of Rent for more than one month disturbed so long as Tenant shall not be in advance except payments in the nature of security for the performance by Tenant of its obligations default under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination non-disturbance agreement shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, agreement between Baltimore City and Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact be necessary to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereineffect same.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to the liens of all times to (i) any ground or underlying lease mortgages, deeds of the Real Property, trust and other security instruments now or hereafter existingplaced upon the Building or the Building Project or any portion thereof and all ground and other underlying leases from which Landlord’s interest is derived (said mortgages, deeds of trust, other security instruments, and ground leases being hereinafter referred to as “Mortgages” and the mortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called “Mortgagees”), and to any and all amendmentsrenewals, extensions, renewals and modifications modifications, or refinancings thereof, without any further act of the Tenant except as expressly provided herein; provided, however, a condition precedent to the subordination of this Lease to any such lease, particular future Mortgage first encumbering the Building or the Project following the date of this Lease and (ii) the lien of to any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendmentsrenewals, extensions, renewalsmodifications, consolidations and replacements thereof, is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and modifications of attornment agreement (“SNDA”) from the lessor or lender under such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedMortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)requested by Landlord, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may behowever, Tenant shall attorn 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 Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale and provided that Tenant has been previously provided with an SNDA executed by the holder of the Mortgage, 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 any deduction or set-off of any kind whatsoever (except as provided in such SNDA). 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 ground lessor under obligations of Tenant hereunder in the event that any such leaseforeclosure or termination or other proceeding is prosecuted or completed. Landlord shall use commercially reasonable efforts to provide Tenant with an SNDA from the current holder of any Mortgages upon request by Tenant, as the case may be, provided, however, provided that such purchaser or ground lessor shall not be (i) bound Tenant shall pay all costs incurred by Landlord in obtaining such SNDA, including but not limited to any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Leasefees or charges from Landlord’s lender or such lender’s counsel; and (ii) subject to any offset, defense or damages arising out of a default of any neither this Lease nor the obligations of either party hereunder shall be conditional upon the obtaining of such SNDA. Notwithstanding anything contained herein to the contrary, any preceding Landlord; or (iii) bound by Mortgagee may at any amendment or modification time subordinate the lien of its Mortgages to the operation and effect of this Lease made without obtaining the Tenant’s consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to be senior to such Mortgages without regard to the respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall have the same rights as to this Lease as it would have had were this Lease executed and delivered before the execution of such Mortgages. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder, or materially adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment of the Mortgagee Premises, or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative increase the amount of Annual Basic Rent and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinAdditional Rent payable hereunder.

Subordination and Attornment. This The Lessee accepts this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed mortgages, including without limitation the notes or other obligations secured thereby and any and all renewals, modifications, consolidations, replacements or extensions of any such mortgages or the notes or other obligations secured thereby, any easement or restriction of record now in existence or hereafter encumbering made from time to time, affecting the fee title to the Real Property and/or or the leasehold estate under to the Building or premises which the Leased Premises are a part or any such leasepart thereof of the Lessor's interest therein. The Lessee also accepts this Lease subject and subordinate to all instruments in the chain of fee title, including any and all amendments, extensions, renewals, modifications, consolidations, replacements and modifications or extensions of such mortgage or trust deed and/or instruments. The Lessee shall execute, acknowledge and deliver to the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If holder of any such mortgage or trust deed is foreclosed (including to any sale of the Real Property pursuant parties to a power of sale)such instruments, at any time upon demand by such holder or if by any such lease party, any release, certificates or other documents that may be required by such holder or by any such party, for the purpose of evidencing the subordination of this Lease to such mortgages or other instruments or to any renewals, modifications, consolidations, replacements or extensions thereof. The Lessor is terminated, upon authorized to execute any such documents as the Lessee's attorney-in- fact if the Lessee fails or refuses to execute any such instruments or documents within ten (10) days following the request of the Lessor therefor unless the Lessee's failure or refusal is reasonable taking into account the circumstances that exist at the time of any such request. In the event of a sale under any mortgage or any note or other obligations secured thereby, to which this Lease is subordinate, or a taking of possession of the Leased Premises by the Mortgagee or ground lessorother person acting for or through the Mortgagee under any mortgage to which this Lease is subordinate, as the case may be, Tenant Lessee agrees that it shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, and recognize as the case may beLessor hereunder the party who, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent but for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject , would be entitled to possession of the Leased Premises, provided that any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of such party recognizes this Lease made without and the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinLessee's rights hereunder.

Subordination and Attornment. This Tenant acknowledges that this Lease is subordinate to all leases in which Landlord is lessee and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or deed of trust deed now in force against the Building and to all advances made or hereafter encumbering fee title to be made thereunder, 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 future 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.") Landlord shall use its best efforts obtain a written nondisturbance agreement from all current and future mortgagees, ground lessors, and lessors under any superior leases, in form and substance reasonably acceptable to the Real Property and/or parties. Tenant also agrees that if the leasehold estate under holder of any such leaseSuperior instrument elects to have this Lease superior to its Superior instrument and gives notice of its election to Tenant, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the then this Lease shall be superior to the lien of any such lease or lease, mortgage or deed of trust deedand all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed 20 of trust. If requested in writing by Landlord or any such mortgage first mortgagee or trust deed ground lessor of Landlord, Tenant agrees to execute a subordination agreement required to further effect the provisions of this paragraph. In the event of any transfer in lieu of foreclosure or termination of a lease in which Landlord is foreclosed (including lessee or the foreclosure of any Superior instrument, or sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may beSuperior instrument, Tenant shall attorn to such purchaser, transferee or lessor and recognize such party as landlord under this Lease, provided such party acquires and accepts the purchaser at Leased Premises and assumes Landlord's obligations under the Lease to be performed from and after the date such party acquires the Leased Premises, subject to this Lease. The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereintransfer.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor subsequent to the date of such Mortgagee’s or ground lessor’s security interest; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Notwithstanding the foregoing, 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 be responsible for any fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee’s form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to the liens of all times to (i) any ground or underlying lease Mortgages, deeds of the Real Property, now or hereafter existingtrust, and other security instruments placed upon the Office Building or the land on which the Office Building sits or any portion of them and all amendmentsground and other underlying leases from which Landlord's interest is derived (said Mortgages, deeds of trust, other security instruments, and ground leases being referred to as "Mortgage" or "Mortgages" and the mortgagees, beneficiaries, secured parties, and ground lessors, from time to time being call the "Mortgagee" or "Mortgagees"), and to all renewals, extensions, renewals and modifications to modifications, or refinancing. Tenant agrees that, if any such lease, and (ii) proceedings are brought for the lien foreclosure of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant Mortgages, Tenant, if requested to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to do so by the purchaser at the foreclosure sale or sale, shall attorn to the ground lessor under such leasepurchaser, recognize the purchaser as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Landlord under this Lease; (ii) subject , and make all payments required under this Lease to such new Landlord without any offset, defense deduction or damages arising out of a default set-off of any 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 preceding Landlord; such foreclosure or (iii) bound termination or other proceeding is prosecuted or completed. If requested by Landlord or any amendment Mortgagee, Tenant shall promptly execute any certificate or modification document in such form and substance as may be determined by Landlord or such Mortgagee confirming the subordination and attornment provisions contained in this Section 25 and such other matters required by such Mortgagee. Notwithstanding anything contained in this Section 25 to the contrary, any mortgagee may at any time subordinate the lien of its Mortgage to the operation and effect of this Lease made without obtaining the Tenant's consent, by giving the Tenant written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received notice, in cash by such purchaser or ground lessor. This subordination which event this Lease shall be self-operative deemed to be senior to such Mortgage without regard to the respective dates of execution or recordation of such Mortgage and no further certificate or instrument of subordination need be required by any this Lease and such Mortgagee or ground lessor. In confirmation shall have the same rights as to this Lease as it would have had were this Lease executed and delivered before the execution of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinMortgage.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to the liens of all times to (i) any ground or underlying lease mortgages, deeds of the Real Property, trust and other security instruments now or hereafter existingplaced upon the Building or the Property or any portion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deeds of trust, other security instruments, and ground leases being hereinafter referred to as "Mortgages" and the mortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called "Mortgagees"), and to any and all amendmentsrenewals, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessormodifications, or mortgagerefinancings thereof, trust deed or Mortgagee, expressly provides or elects that without any further act of the Lease shall be superior to such lease or mortgage or trust deedTenant. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)requested by Landlord, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may behowever, Tenant shall attorn promptly execute any certificate or other reasonable document confirming such subordination. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale or sale, who shall also recognize Tenant’s rights to continued use and occupancy of the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Premises under this Lease; (ii) subject , 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 any offset, defense deduction or damages arising out of a default set-off of any 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 preceding Landlord; such foreclosure or (iii) bound by termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, any amendment or modification Mortgagee may at any time subordinate the lien of its Mortgages to the operation and effect of this Lease made without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to be senior to such Mortgages without regard to the respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall have the same rights as to this Lease as it would have had were this Lease executed and delivered before the execution of such Mortgages. Notwithstanding anything in this Section 27 to the contrary, Landlord shall use reasonable efforts to obtain from any current and future Mortgagee a non-disturbance agreement in form reasonably acceptable to Tenant and such Mortgagee. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder, or adversely affect the leasehold interest hereby created or Tenant's use and enjoyment of the Mortgagee Premises, or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative increase the amount of Annual Basic Rent and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinAdditional Rent payable hereunder.

Subordination and Attornment. This Lease is and shall be expressly subject the estate, interest and rights hereby created are subordinate at all times to (ia) any ground mortgage now or underlying hereafter placed upon the Building or the Land or any estate or interest therein, including, without limitation, any mortgage on any leasehold estate, and (b) any lease of the Real PropertyLand or any estate or interest therein, now or hereafter existing, and to all amendmentsrenewals, extensionsmodifica- tions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewalsconsolidations, replacements and modifications extensions of same as well as any substitutions therefor. Tenant agrees that in the event any person, firm, corporation or other entity acquires the right to possession of the Building or the Land, including any mortgagee, ground lessor or holder of any estate or interest having priority over this Lease, Tenant shall, if requested by such person, 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, any mortgagee or ground lessor may, at any time, subordinate its mortgage or ground lease to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease without regard to their respective dates of execution and delivery, and in that event, such mortgagee or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that lessor shall have the same rights with respect to this Lease shall be superior as though it had been executed prior to such lease or the execution and delivery of the mortgage or trust deedground lease. If Tenant, if requested by Xxxxxxxx, shall execute any such mortgage instruments in recordable form as may be reasonably required by Landlord in order to confirm or trust deed is foreclosed (including any sale effect the subordination or priority of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessorthis Lease, as the case may be, and the attornment of Tenant shall attorn to future landlords in accordance with the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification terms of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinArticle.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i1) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; , or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s Tenants failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject the estate, interest and rights hereby created are subordinate at all times to (ia) any ground mortgage now or underlying hereafter placed upon the Building or the Land or any estate or interest therein, including, without limitation, any mortgage on any leasehold estate, and (b) any lease of the Real PropertyLand or any estate or interest therein, now or hereafter existing, and to all amendmentsrenewals, extensionsmodifications, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewalsconsolidations, replacements and modifications extensions of same as well as any substitutions therefor. Tenant agrees that in the event any person, firm, corporation or other entity acquires the right to possession of the Building or the Land, including any mortgagee, ground lessor or holder of any estate or interest having priority over this Lease, Tenant shall, if requested by such person, 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, any mortgagee or ground lessor may, at any time, subordinate its mortgage or ground lease to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease without regard to their respective dates of execution and delivery, and in that event, such mortgagee or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that lessor shall have the same rights with respect to this Lease shall be superior as though it had been executed prior to such lease or the execution and delivery of the mortgage or trust deedground lease. If Tenant, if requested by Landlord, shall execute any such mortgage instruments in recordable form as may be reasonably required by Landlord in order to confirm or trust deed is foreclosed (including any sale effect the subordination or priority of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessorthis Lease, as the case may be, and the attornment of Tenant shall attorn to future landlords in accordance with the terms of this Article. Notwithstanding anything to the purchaser at contrary above, so long as Tenant is not in default hereunder, Tenant’s occupancy of the foreclosure sale or to the ground lessor Demised Premises, and its rights under such lease, as the case may be, provided, however, that such purchaser or ground lessor this Lease shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of disturbed as a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent result of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This foregoing subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinattornment.

Subordination and Attornment. (a) This Lease is Lease, and all rights of Tenant here-under, are and shall be expressly subject and subordinate at in all times respects to (i) any all present and future ground or leases, overriding leases and underlying lease leases and/or grants of term of the Real Property, real property and/or the Building or the Building Complex now or hereafter existingexisting and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or here-after affect the Building or the Building Complex or any of 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 to be made under such deeds of trust or mortgages, and to all amendmentsrenewals, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewalsmodifications, replacements and modifications extension of such mortgage or leases, deeds of trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease and mortgages. The provisions of this Paragraph shall be superior self- operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord) at Tenant's own cost and expense, within live (5) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or trust deedany of their respective successors in interest or assigns may request evidencing such subordination. If any 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 mortgage or trust deed is foreclosed (including any sale of documents as may be required to confirm the Real Property pursuant subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of sale)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 the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or if any such 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 is terminatedor 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 a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to request such superior party grant to Tenant a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Mortgagee Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or ground lessor, as the case may becovenant of this Lease. Further, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinsuperior party.

Subordination and Attornment. 22.1 This Lease is and shall be expressly become subject and subordinate at to any existing or future mortgage, deed of trust (including all times to (i) any ground or underlying lease of the Real Property, now or hereafter existingadvances made thereunder), and to all amendments, extensionsrenewals, renewals and modifications to replacements, or restatements thereof (or other monetary encumbrance or ground lease) (hereinafter collectively “Mortgage”) of the Premises or all or any such lease, and (ii) the lien portion of any mortgage or trust deed now or hereafter encumbering fee title to interest in the Real Property and/or the leasehold estate under and any such lease, and all amendments, extensions, renewals, modifications, replacements or extensions thereof, only if and modifications when a non-disturbance and attornment agreement (on such Mortgagee’s then-current standard form that is commercially reasonable in content and structure including complete protection of Tenant’s rights and benefits similar to Exhibit I, terms that do not materially increase Tenant’s costs or risk under the Lease and does not impose non-typical increased administrative duties on Tenant under the Lease [such as additional notifications beyond those contemplated under Exhibit I] with such revisions as Mortgagee and Tenant may mutually agree (each, a “SNDA”) is entered into in respect of such mortgage Mortgage by the holder thereof (hereinafter the “Mortgagee”) stating whether or trust deed and/or not Tenant is then in possession and providing that: (a) so long as Tenant is not in default after the obligation secured therebyexpiration of any applicable notice and grace period, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Term of this Lease shall not be superior to such lease terminated or mortgage modified in any respect whatsoever except in accordance with the express provisions hereof nor shall the rights or trust deed. If any such mortgage remedies of Tenant hereunder (except as qualified in the SNDA) or trust deed is foreclosed (including any sale its use or occupancy of the Real Property pursuant to a power or the Common Area be disturbed or interfered with or otherwise affected in any manner by said Mortgagee; (b) all condemnation awards and proceeds of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant insurance shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments applied in the nature of security for the performance by Tenant of its obligations under manner provided in this Lease; (iic) subject such Mortgagee shall not name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce this Lease, unless Tenant is an indispensable party thereto under Applicable Law or is then in default under this Lease after the giving of any required notice and expiration of any applicable grace period, nor will this Lease or the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise affected by foreclosure or enforcement of, any rights given to any offsetMortgagee pursuant to the terms, defense covenants or damages arising out of a default of conditions contained therein or in any obligations of any preceding Landlord; or (iii) bound other documents held by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessorotherwise given to such Mortgagee as a matter of law or equity; and (d) said Mortgagee will use reasonable efforts to give Tenant notice of any default by Landlord under such Mortgage concurrently with any notice given to Landlord thereunder. In confirmation Such SNDA shall be set forth either in the SNDA referred to in Exhibit I or in a separate document in recordable form between Tenant and the Mortgagee and shall be binding upon any future Mortgagee or purchaser at any trustee’s or foreclosure sale. If any portion of the Premises are now subject to a lien of any Mortgage or similar instrument recorded ahead of this Lease, Landlord covenants and agrees to obtain from the holder of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute Mortgage and deliver reasonable instruments confirming to Tenant the attornment provided for hereinaforesaid agreement as a condition to the Effective Date.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative self‑operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact 's attorney‑in‑fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly Tenant's rights under this Lease are subject and subordinate at all times to (i) any Mortgage, ground lease " or underlying lease of the Real Propertylease, and to all renewals, modifications, consolidations, replacements, or extensions thereof, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) e affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor of any ground lessor or underlying lease, may requestrequest to evidence such subordination. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's special attorney-in-fact to execute and deliver such certificate instruments. Notwithstanding the preceding provisions of this paragraph, if any ground lessor or instrument for Lender elects to have this Lease prior to the lien of its ground lease or Mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease or Mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease or Mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or Mortgage and such ground lease or Mortgage shall be deemed to be subordinate to this Lease. If any Lender, or the lessor of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or other-wise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month's installment of Base Monthly Rent or any other Rental, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant's landlord under this Lease, (V) Tenant shall promptly execute and deliver any instruments that may be necessary to evidence such attornment, (vi) Tenant hereby irrevocably appoints Landlord (and such successor landlord) as Tenant's special attorney-in-fact to execute and deliver such instruments on behalf of Tenant, and (vii) upon such attornment, this Lease shall continue in effect as a direct lease between such successor landlord and Tenant upon Tenant’s failure and subject to do so within fifteen (15A of the provisions of this Lease. If any Lender requests reasonable amendment(s) days of a request to do so. Upon request by such successor in interestthis Lease at any time during the Term, then Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinnot unreasonably withhold or delay its written consent to such amendment(s).

Subordination and Attornment. This (a) Subject to Section 23.01(b) hereof, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen twenty (1520) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly the Tenant's rights under this Lease are subject and subordinate to any ground lease or underlying lease (including the Site Leases), first mortgage, first deed of trust or other first lien encumbrance or indenture (or series of mortgages held by or for the benefit of Affiliated parties), whether encumbering any Theatre Property or the interest of the Landlord under any of the Site Leases, together with any renewals, extensions, modifications, consolidations, and replacements of them listed on Exhibit C that now or at any subsequent time affects any Parcel of Property, Theatre Improvement or Unit of Equipment or any interest of the Landlord in any Parcel of Property, Theatre Improvement or Unit of Equipment or the Landlord's interest in this Lease and the estate created by this Lease or such landlord's interest; provided, that this Lease shall not be subordinate to any Lien created by Landlord other than a Landlord Permitted Lien; and any and all times mortgages and other encumbrances on the interest of a Site Landlord under its Site Lease or in and to the estate of such Site Landlord in and to the real property interest of the Site Landlord thereunder. This provision will be self-operative and no further instrument of subordination will be required in order to effect it. Nevertheless, the Tenant will execute, acknowledge and deliver to the Landlord, at any time and from time to time, within ten (10) Business Days following written demand by the Landlord, documents reasonably requested by the Landlord, any Site Landlord or underlying lessor or any mortgagee, or any holder of a deed of trust or other instrument described in this paragraph, to confirm or effect the subordination. Notwithstanding the foregoing, if Landlord shall not obtain from the holder of any ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture a reasonably acceptable non- disturbance and attornment agreement, this Lease shall not be subject and subordinate to such ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture or other Landlord Permitted Lien except to the extent now so provided in any Site Lease. Such non-disturbance and attornment agreement will provide, among other things, that anyone succeeding to the interest of the Landlord as a result of the exercise of its rights under any ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture or other Landlord Permitted Lien will not be bound by (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Basic Rent, Additional Rent or any other amount payable hereunder for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; advance, or (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made thereafter without its written consent, or (iii) any claim against the written consent of Landlord arising prior to the Mortgagee date that the successor succeeded to the Landlord's interest (except to the extent such claim relates to a condition or ground lessor; circumstance which continues to exist thereafter), or (iv) liable for any security deposits claim or offset of Basic Rent, Additional Rent or any other amount owing hereunder against the Landlord (except to the extent such claim or offset relates to a condition or circumstance which continues to exist thereafter but then, so long as such party is not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument an Affiliate of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord only as Tenant’s attorney-in-fact to execute the time period following such certificate or instrument for and on behalf party's succession to the interest of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do solandlord hereunder). Upon request by such the successor in interestand without cost to the Landlord or the successor, the Tenant shall execute will execute, acknowledge and deliver reasonable instruments documents confirming the attornment provided for hereinattornment.

Subordination and Attornment. This Lease is Landlord may sell the Land and shall be expressly subject and subordinate at all times to (i) any become the tenant under a ground or underlying lease of the Real Property, now or hereafter existing, Land and this Lease and all amendments, extensions, renewals rights of Tenant hereunder will then be subject and subordinate to such underlying lease and any extensions or modifications thereof. This Lease and all of Tenant’s rights hereunder shall also be subject and subordinate to any such lease, and (ii) the lien of any mortgage or trust deed mortgages (and the liens thereof) now or at any time hereafter in force against the Building, the Land and/or the underlying leasehold estate, and to all advances made or hereafter to be made upon the security thereof. For purposes of this Lease, “Mortgagee” shall mean the mortgagee, from time to time, under any mortgage granted by Landlord and now or hereafter encumbering fee title the Property or any portion thereof or interest therein. Tenant shall execute such further instruments subordinating this Lease to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed mortgages as Landlord from time to time may request. Tenant covenants and agrees that, if by reason of any default on the part of Landlord herein as tenant under said underlying lease, or as mortgagor under any mortgage to which this Lease is subject and subordinate, said underlying lease is terminated or such mortgage is foreclosed (including any sale by summary proceedings, voluntary agreement or otherwise, Tenant, at the election of the Real Property pursuant to a power of sale), landlord under said underlying lease or if any such lease is terminated, upon request of the Mortgagee or ground lessorof such mortgage, as the case may be, Tenant shall will attorn to and recognize such landlord or Mortgagee as the purchaser “Landlord” under this Lease. Tenant further agrees to execute and deliver at the foreclosure sale any time upon request of Landlord, any Mortgagee or any party which shall succeed to the ground lessor interest of Landlord as tenant under such said underlying lease, any instrument to evidence such attornment. However, in the event of attornment, no Mortgagee or any party which shall succeed to the interest of Landlord as the case may tenant under said underlying lease shall be, provided, however, that such purchaser or ground lessor shall not be : (i) liable for any act or omission of Landlord, or subject to any offsets or defenses which Tenant might have against Landlord (prior to such Mortgagee or other party becoming Landlord under such attornment), (ii) liable for any security deposit or bound by any payment of prepaid Rent for more than one month in advance except payments in the nature of security for the performance not actually received by Tenant of its obligations under this Lease; (ii) subject to any offsetsuch Mortgagee or other party, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or future modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash consented to by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may requestother party. Tenant hereby constitutes Landlord as waives the provision of any law now or hereafter in effect which may give to Tenant any right of election to terminate this Lease or to surrender possession of the Premises in the event any proceeding is brought by landlord under said underlying lease or the Mortgagee under any such mortgage to terminate said underlying lease or foreclose such mortgage. At the election of any Mortgagee (expressed in a document signed by such Mortgagee), such Mortgagee may make all or some of Tenant’s attorney-in-fact rights and interests in this Lease superior to execute any mortgage held by such certificate or instrument Mortgagee and the lien thereof. Landlord will use commercially reasonable efforts to obtain for and on behalf of Tenant upon Tenant, at Tenant’s failure to do so within fifteen (15) days sole cost and expense, a nondisturbance agreement from any Mortgagee of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinProperty.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. Notwithstanding the foregoing, Landlord shall obtain a nondisturbance agreement for the benefit of Tenant from any such ground lessor or Mortgagee upon such entity’s then standard form. This subordination and attornment shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground lease, mortgage, deed of trust or underlying lease of the Real Property, any other hypothecation for security now or hereafter existing, placed upon the real property of which the Premises are a part and to any and all amendmentsadvances made on the security thereof and to all renewals, extensionsmodifications, renewals consolidations, replacements and modifications extensions thereof. If any mortgagee, trustee or ground lessor shall elect to any such have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and (ii) 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 or the date of recording thereof. Tenant agrees to execute any documents required to further effectuate such subordination or to make this Lease prior to the lien of any mortgage or mortgage, deed of trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, within 15 days after receipt of Landlord’s or any lender’s written request. It is understood by all parties that Tenant’s failure to execute the subordination documents referred to above may cause Landlord serious financial damage by causing the failure of a financing or sale transaction. If the holder of any ground lease, mortgage, deed of trust or security described above (or its successor-in-interest), enforces its remedies provided by law or under the pertinent mortgage, deed of trust or security instrument and succeeds to Landlord’s interest in the Premises, Tenant shall, upon request of any person succeeding to the interest of such lender as result of such enforcement, automatically become the Tenant of said successor-in-interest without change in the terms or other provisions of this Lease, provided, however, that such purchaser or ground lessor said successor-in-interest shall not be (i) bound by any payment of Rent rent for more than one month 30 days in advance advance, except payments prepayment in the nature of security for the performance by Tenant of its obligations under this Lease; , (ii) liable for any act or omission of any previous landlord (including Landlord), provided that as successor landlord it shall be obligated to cure any continuing default of the prior landlord of which it has received prior written notice and shall be liable for acts or omissions accruing or arising after such successor’s succession to the position of landlord and commencement of control and management of the Project, (iii) subject to any offset, defense defense, recoupment or damages arising out of a default of counterclaim that Tenant may have given to any obligations of any preceding previous landlord (including Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; ), or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by deposit that Tenant may have given to any such Mortgagee or ground lessor. In confirmation of such subordinationprevious landlord (including Landlord) that has not, howeveras such, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorneybeen transferred to said successor-in-fact to execute such certificate or instrument for and on behalf interest. Within 15 days after receipt of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in said successor-in-interest, Tenant shall execute and deliver reasonable an instrument or instruments confirming such attornment, including a non-disturbance, attornment and subordination agreement in a form required by any such successor-in-interest. In the attornment provided for hereinevent of any default by Landlord, Tenant will give notice by registered or certified mail to any beneficiary of a deed of trust or mortgagee of a mortgage covering the Premises whose address shall have been published to Tenant, and shall offer such beneficiary of mortgage a reasonable opportunity to cure the default, including time to obtain possession of the premises by power of sale or a judicial foreclosure, if such should prove necessary to effect a cure.

Subordination and Attornment. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Property or any portion thereof, or any lessor of a ground or underlying lease with respect to the Property or any portion thereof (any such mortgagee, beneficiary or lessor, a “Holder”), this Lease is and shall will be expressly subject and subordinate at all times to to: (i) any all ground leases or underlying lease of the Real Property, leases which may now exist or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and be executed affecting the Property; (ii) the lien of any mortgage or deed of trust deed which may now exist or hereafter encumbering fee title to be executed for which the Real Property and/or the leasehold estate or any portion thereof; (iii) all past and future advances made under any such leasemortgages or deeds of trust; and (iv) all renewals, and all amendments, extensions, renewalsmodifications, replacements and modifications extensions of any such ground leases, master leases, mortgages and deeds of trust (collectively, “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. Notwithstanding the foregoing, Landlord reserves the right to subordinate 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 Tenant Space by reason of any termination or foreclosure of any such Security Documents (and notwithstanding any subordination of such mortgage Security Document to this Lease that may or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of salemay not have occurred), at the election of Landlord’s successor in interest, Tenant and each MMR Subtenant agrees to attorn to and become the tenant or if any such lease is terminated, upon request of the Mortgagee or ground lessorsubtenant, as the case may be, of such successor, in which event Tenant’s and each MMR Subtenant’s right to possession of the Property will not be disturbed as long as Tenant shall and/or such MMR Subtenant is not in Default under this Lease. Tenant and each MMR Subtenant hereby waives any right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder and/or the obligations of any MMR Subtenant under any MMR Sublease in the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building or the Tenant Space by reason of any termination or foreclosure of any such Security Documents. Tenant and each MMR Subtenant covenants and agrees to execute and deliver, within ten (10) days of receipt thereof, and in the form reasonably required by Landlord or in the standard form required by any Holder, any additional documents evidencing the priority or subordination of this Lease and Tenant’s agreement to attorn with respect to the purchaser at the foreclosure sale or to the ground lessor under any such lease, as the case may be, Security Document; provided, however, that any such purchaser agreement subordinating this Lease to such lease, mortgage or ground lessor deed of trust shall not be (i) bound by any payment of Rent for more than one month in advance except payments contain a nondisturbance provision in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation standard form of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinHolder.

Subordination and Attornment. This (a) Subject to Tenant’s rights under Section 23.1(b) below, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, subject to compliance and in accordance with Tenant’s rights under Section 23.1(b) below, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding landlord, including Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (ia) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (iib) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, Mortgagee expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (ia) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; , (iib) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; , except to the extent said default is ongoing, relates to the physical condition of the Property and is not diligently cured by such purchaser or ground lessor after such purchaser or ground lessor takes possession of the Real Property, in which case such purchaser or ground lessor shall, subject to the terms of this Lease, be liable for damages arising on and after the date it succeeded to Landlord's title hereunder, or (iiic) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; , or (ivd) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Landlord hereby represents to Tenant that there is no Mortgage or ground lease on the Property as of the date of this Lease. This Lease shall only be subordinate to Mortgages and ground leases entered after the date of this Lease if the holders thereof agree in writing substantially in the form attached as Exhibit I to (i) recognize this Lease and not disturb Tenant's occupancy hereunder, except in the exercise of its (or its designee's) rights as Landlord hereunder, and (ii) make proceeds of casualty and condemnation available to Landlord for restoration as provided by this Lease.

Subordination and Attornment. 27.1 This Lease, and any option or right of first refusal granted hereby, at Landlord's option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security hereafter placed upon the Building or the land upon which the Building is situated or both, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgages, trustee or ground lessor shall elect to have this Lease and shall be expressly subject and subordinate at all times any Options granted hereby prior to (i) any the lien of its mortgage, deed of trust or ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. Landlord will use its best efforts to provide a standard lender non-disturbance agreement. 27.2 Tenant agrees, at the request of any successor of Landlord, to attorn to such successor and Tenant further agrees to execute any reasonable documents required to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage or mortgage, deed of trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact 's failure to execute such certificate or instrument for and on behalf documents within ten (10) business days after receipt of written demand shall constitute a material default by Tenant upon hereunder without further notice to Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.