Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. Landlord hereby represents and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunder.

Subordination and Attornment. Landlord hereby represents 30.1 This Lease, at Landlord's option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and warrants to Tenant that there are no mortgages or deeds use of trust currently encumbering any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Upon request Tenant agrees, with respect to any of Landlordthe 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 will, in writing, subordinate its rights hereunder 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, mortgage or deed of trust, ground lease or underlying lease now or hereafter in force against as the Premisescase may be, and by failing to do so within fifteen (15) days after written demand. Tenant hereby attorns to all advance made successor owners of the Building, whether or hereafter to be made not such ownership is acquired as a result of a sale through foreclosure or otherwise. 30.2 Each party shall, at such time or times as the other party may request, upon not less than fifteen (15) days' prior written request by the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory requesting party, sign and deliver to the parties not to disturb Tenant's possession in the event of requesting party a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under certificate stating whether this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the certifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party's interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant's failure to deliver such statement within five (5) business days after Landlord's second written request therefor shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate. 30.3 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord's request, Tenant's current audited financial statements, including a balance sheet and profit and loss statement for the full term hereundermost recent prior year (collectively, the "Statements"), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project. 30.4 Tenant acknowledges that Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant's true financial condition as of the date of submission of any Statements to Landlord.

Subordination and Attornment. Landlord hereby represents Tenant agrees: (a) that, except as hereinafter provided, this Lease is, and warrants to Tenant that there are no mortgages or deeds all of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its Tenant's rights hereunder are and shall always be, subject and subordinate to the lien of any mortgage, deed leases of trustLandlord's property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Demised Premises or security instruments (collectively called "Mortgage") that now exist, ground lease or underlying lease now may hereinafter be placed upon the Demised Premises or hereafter in force against the Premises, Shopping Center or any part thereof and to all advance advances made or hereafter to be made upon thereunder and to the security thereof provided interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (b) that if the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten Mortgage (10"Mortgagee") business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to if the purchaser at any such foreclosureforeclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, or to the grantee of a deed in lieu of foreclosureTenant will attorn to, and recognize such purchaser Mortgagee or grantee purchaser, as the case may be, as Landlord under this Lease provided for the balance then remaining of the term of this Lease, subject to all terms of this Lease; and (c) that the aforesaid provisions shall be self-operative and no further instrument or document shall be necessary unless required by any such party agrees Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant's consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such Mortgage to the extent set forth in writing such written document without regard to their respective dates of execution, delivery and/or recording and in that event, to the extent set forth in such written document such Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage and as though this Lease had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Landlord, the parties not Mortgagee or the purchaser all instruments and/or documents that may be requested to disturb Tenant's possession so acknowledge such subordination and/or agreement to attorn, in recordable form. With respect to the current mortgagee, Landlord shall use reasonable efforts to procure within sixty (60) days after the Commencement Date, a subordination, non-disturbance and attornment agreement, providing in substance that Tenant shall subordinate this Lease to the mortgage and that as long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under the mortgage. Provided Tenant is not in default hereunder past any applicable notice under the terms and cure period. The provisions conditions of this Article the Lease, with respect to the contrary notwithstandingfuture mortgagees who require a subordination agreement from Tenant, Landlord shall use reasonable efforts to ensure that such subordination agreement also contains a non-disturbance and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect attornment agreement for the full term hereunderbenefit of Tenant.

Subordination and Attornment. Landlord hereby represents Lessee shall insert in -------------------------------------------- each sublease permitted under Section 23.1 provisions to the effect that (a) such sublease is subject and warrants subordinate to Tenant all of the terms and provisions of this Lease and to the rights of Lessor hereunder, (b) in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Lessor's option, attorn to Lessor and waive any right the sublessee may have to terminate the sublease or to surrender possession thereunder as a result of the termination of this Lease and (c) in the event the sublessee receives a written notice from Lessor or Lessor's assignees, if any, stating that there are no mortgages or deeds is an Event of trust currently encumbering Default under this Lease, the Building. Upon request of Landlordsublessee, Tenant will, in writing, subordinate its rights hereunder shall thereafter be obligated to pay all rentals accruing under said sublease directly to the lien party giving such notice, or as such party may direct until advised that such Event of Default is no longer outstanding. All rentals received from the sublessee by Lessor or Lessor's assignees, if any, shall be credited against amounts owing by Lessee under this Lease. Lessor agrees that notwithstanding any mortgagedefault, deed termination, expiration, sale, entry or other act or omission of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory Lessee pursuant to the parties not to disturb terms of this Lease, or at law or in equity, Tenant's possession shall not be disturbed unless such possession may otherwise be terminated pursuant to the terms of the applicable Tenant Lease. Lessor hereby agrees, upon Lessee's request, to execute a nondisturbance agreement in favor of any Tenant or in favor of any sublessee under any sublease permitted under Section 23.1 above; provided that the event of a foreclosure Tenant or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event sublessee has acknowledged all of the exercise of the power of sale under any mortgage or dead of trust made foregoing provisions and executed all documents required by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderSection 23.2.

Subordination and Attornment. Landlord hereby represents (a) Tenant agrees that this Lease and warrants all rights of Tenant hereunder are and shall be subject and subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may now or hereafter be in force against effect regarding the PremisesProject or any component thereof, and to any mortgage now or hereafter encumbering the Demised Premises or the Project or any component thereof, to all advance advances made or hereafter to be made upon the security thereof provided of such mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the holder thereof agrees intent hereof, whether said requirement is that of Landlord or any other party in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deedinterest, including, without limitation, any mortgagee. Landlord is hereby irrevocably vested with full power and authority as attorney-in-lieu fact for Tenant and in Tenant's name, place and stead, to subordinate Tenant's interest under this Lease to the lien or security title of foreclosure. Tenant shall execute any mortgage and return to Landlord any future instrument amending, modifying, renewing, consolidating, extending, restating, replacing or substituting any such subordination documents within ten mortgage. (10b) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestany mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then Tenant hereby authorizes Landlord this Lease shall be superior to execute such subordination documents acting mortgage or lease, as duly authorized agent for Tenant provided the same is not inconsistent case may be. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the terms hereof. holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to Demised Premises or the purchaser at any such foreclosureProject, or to in the grantee event the interests of a Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosureforeclosure or other legal proceedings, or in the event of termination or any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), attorn to such person and shall recognize and be bound and obligated hereunder to such purchaser or grantee person as the Landlord under this Lease; provided, however, that no such person shall be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease provided (and then only if such party prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in writing conflict herewith requested by Landlord, the mortgagee or such person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in a form reasonably satisfactory the Demised Premises or the Building pursuant to the parties not powers granted to disturb Tenant's possession so long as a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of Tenant hereunder. Landlord and Tenant agree that notwithstanding that this Lease is not expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Building, in default hereunder past any applicable notice the manner provided in the mortgage and cure period. The provisions may, at the option of such mortgagee, its successors and assigns, or other holder of the mortgage or note secured thereby, make such sale of this Article Demised Premises or Building subject to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderLease.

Subordination and Attornment. A. It is intended and understood by the parties that this Lease creates both (i) a sublease of the Premises and is subject to a certain Indenture of Lease (the "BRA Lease") by and between Landlord hereby represents and warrants the Boston Redevelopment Authority (the "Authority") dated as of February 21, 1975, as amended, and (ii) a sub-sublease of the Premises and is subject to Tenant that there a certain lease (the "City Lease") by and between the City of Boston (the "City") as Lessor, and the Authority, as Lessee, dated as of February 21, 1975, as amended. B. Tenant's rights under this Lease are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, and shall always be subordinate its rights hereunder to the lien operation and effect of the City Lease, the BRA Lease and any lease of land only or of land and buildings in a sale-leaseback transaction, any mortgage, deed of trusttrust or other security instrument now or hereafter placed upon the Project, or any part or parts thereof by Landlord (said mortgages, deeds of trust and other security instruments being hereinafter referred to as "Mortgages" and the mortgagees, beneficiaries and secured parties thereunder from time to time being hereinafter called "Mortgagees"). This clause shall be self-operative, and no further instrument of subordination shall be required. In confirmation thereof, Tenant shall execute such further assurance as may be requisite. Tenant agrees to attorn to any successor in interest to Landlord whether by purchase, foreclosure, sale in lieu of foreclosure, power of sale, termination of the City Lease or the BRA Lease or any lease of land only or land and buildings in a sale-leaseback transaction or otherwise, if so requested or required by such successor in interest, and Tenant agrees, upon demand, to execute such agreement or agreements in confirmation of such attornment. Landlord or its mortgagee, the City or the Authority as ground lessor, or any other similar secured party, may, at their option, make this Lease superior to any such mortgage, ground lease or underlying lease other security instrument by giving Tenant ten (10) days prior written notice. No other documentation shall be necessary to effect such change. C. If any person shall succeed to all or part of Landlord's interest in the Premises upon the exercise of any remedy provided for in any mortgage of the Premises now or hereafter recorded to which this Lease is superior as provided in Section 27.B. above, (i) Tenant shall attorn and recognize such person as Tenant's landlord as above provided and this Lease shall continue in full force against and effect as a direct lease between such person and Tenant as fully and with the Premisessame force and effect as if this Lease had originally been entered into by such person and Tenant, except that such person shall not be liable for any act or omission of Landlord prior to such person's succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such person's succession to title, nor be bound by any payment prior to such person's succession to title of rent or any other sum for more than one (1) month in advance or by any modification of this Lease or any waiver, compromise, release or discharge of any obligation of Tenant hereunder unless such modification, waiver, compromise, release or discharge shall have been specifically consented to in writing by the mortgagee under said mortgage, and (ii) such person and each person succeeding to all advance made its interest in the Premises shall not be liable for any warranty or hereafter guaranty of Landlord under the Lease and shall be liable for the performance and observance of the other covenants and conditions to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory performed and observed by Landlord under this Lease only with respect to the parties not period during which such person shall own such interest. D. Tenant agrees that at any time and from time to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents time at reasonable intervals, within ten (10) business days of after written request by Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn will execute, acknowledge and deliver to the purchaser at any Landlord and/or to such foreclosureassignee, mortgagee or to the grantee of other similar secured party as may be designated by Landlord, a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under certificate stating that this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice unmodified and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for (or that same is in full force and effect as modified, listing the full term instruments of modification), the dates to which rent and other charges have been paid, and whether or not to the best of Tenant's knowledge Landlord is in default hereunder (and if so, specifying the nature of the default), it being intended that any such statement delivered pursuant to this paragraph may be relied upon by a mortgagee, ground lessor or assignee of Landlord's interest in the Building. The failure of Tenant to execute and deliver such certificate shall constitute a default hereunder, in which event Landlord is hereby authorized, as attorney and agent of Tenant, to execute such certificate and in such event Tenant hereby confirms and ratifies any such certificate executed by virtue of the power of attorney hereby granted.

Subordination and Attornment. Landlord hereby represents (a) Tenant agrees that this Lease is and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, shall be subject and subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease mortgages that may now or hereafter in force against be placed upon the PremisesReal Property, and to all advance made present or hereafter to be made upon future advances under the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory obligations secured thereby, and all renewals, amendments, modifications, consolidations, replacements and extensions thereof, to the parties not full extent of all amounts secured by such mortgages from time to disturb time. Said subordination shall have the same force and effect as if such mortgages and any such renewals, modifications, consolidations, replacements and extensions thereof had been executed, acknowledged, delivered and recorded prior to the execution of this Lease. Notwithstanding the foregoing, Tenant's possession agreement to subordinate its leasehold interest in the Premises to the interest of any mortgagee or deed of trust holder (collectively, "mortgagee") is contingent upon such mortgagee, for itself and its successors and assigns, entering into a nondisturbance agreement with Tenant which will provide that, so long as no event of default by Tenant under this Lease has occurred and is continuing: (i) Tenant shall not be joined as a party defendant in any foreclosure or other action which may be instituted by such mortgagee by reason of any default under the terms of its lending arrangements; (ii) Tenant shall not be dispossessed of the Premises by such mortgagee; (iii) Tenant's leasehold estate under the Lease shall not be terminated or disturbed by such mortgagee; and (iv) Tenant's rights under the Lease shall not be diminished, or Tenant's obligations increased, by reason of any default under the mortgagee's lending arrangements or any foreclosure of any mortgage or transfer of the Real Property to such mortgagee in lieu of foreclosure. Landlord agrees to obtain for the benefit of Tenant a non- disturbance agreement (consistent with the requirements set forth above) from all existing mortgagees of the Real Property. (b) Tenant agrees that in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided mortgage by the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosurelender holding same, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee acceptance of a deed in lieu of foreclosureforeclosure by the lender, or any other succession of said lender to fee ownership, Tenant will attorn to and recognize such purchaser or grantee that lender as Landlord its landlord under this Lease provided such party for the remainder of the term of this Lease (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in this Lease, and Tenant hereby agrees in writing in a form reasonably satisfactory to pay and perform all of the obligations of Tenant pursuant to the parties Lease following any such foreclosure or proceeding in lieu thereof. To the extent not prohibited by law, Tenant hereby waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to disturb Tenant's possession so long as give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligation of Tenant hereunder, in the event any foreclosure proceeding is not in default hereunder past any applicable notice and cure period. brought, prosecuted or completed. (c) The provisions of this Article Section 23.1 shall be self-operative and no further instrument shall be required; provided, however, in confirmation thereof Tenant shall execute such further assurances as may be required from time to time. Refusal by the Tenant to execute such instruments within ten (10) days of written request shall entitle the Landlord to the contrary notwithstandingoption of terminating this Lease, and so long as Tenant is not in declaring a default hereunder, this Lease shall remain in full force and effect for the full term hereunderand/or seeking monetary damages and/or injunctive relief.

Subordination and Attornment. Landlord hereby represents (a) This Lease and warrants all the rights of the Tenant hereunder are, and shall at all times be, subject and subordinate to Tenant that there are no mortgages any and all mortgages, trust deeds and the charge or deeds of trust currently encumbering lien resulting from, or any instrument of, financing, refinancing or collateral financing and any renewals or extensions thereof from time to time in existence against the BuildingBuilding or Lands or any part thereof. Upon request of Landlordat any time and from time to time, the Tenant willshall subordinate this Lease and all its right hereunder in such form as the Landlord requires to any and all mortgages, in writingtrust deeds or the charge or lien resulting from, subordinate its rights hereunder to the lien of or any mortgageinstrument of, deed of trustfinancing, ground lease refinancing or underlying lease now or hereafter in force against the Premises, collateral financing and to all advance advances made or hereafter to be made upon on the security thereof provided (and shall, if applicable, postpone any short form of lease registered by the Tenant pursuant to Section 12.12 hereof), and, if requested, the Tenant shall attorn to the holder thereof agrees in writing in a form reasonably satisfactory and to the parties not to disturb Tenant's registered owners of the Building or Lands or any part thereof. (b) The Tenant shall, if possession in the event of a foreclosure is taken under, or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any mortgage mortgage, charge, lease or dead sale and leaseback transaction, deed of trust trust, or the lien resulting from any other method of financing, refinancing or collateral financing made by the Landlord covering or otherwise in existence against the PremisesBuilding or Lands or any part thereof, Tenant shall attorn to the mortgagee, chargee, lessee, trustee, other encumbrancer or the purchaser at upon any such foreclosure, foreclosure or to the grantee of a deed in lieu of foreclosure, sale and recognize such mortgagee, chargee, lessee, trustee, other encumbrancer or the purchaser or grantee as the Landlord under this Lease. (c) The Landlord or the Mortgagee may, at its option, make this Lease provided and all the Tenant’s rights hereunder superior to any and all mortgages, trust deeds and the charge or lien resulting from, or any instrument of, any financing, refinancing or collateral financing and any renewals or extensions thereof from time to time in existence against the Building or any part thereof, by giving the Tenant written notice thereof. If required by the Landlord or the Mortgagee, the Tenant shall, upon request at any time and from time to time, and without charge to the Landlord, execute such party agrees in writing in documentation as the Landlord or the Mortgagee requires to give effect to this provision. (d) The Landlord shall provide a form reasonably non-disturbance agreement to the Tenant on terms satisfactory to the parties not Tenant from any existing Mortgagee and any future Mortgagee or purchaser of the Lands to disturb Tenant's possession so long as whom the Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article required to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderattorn or subordinate.

Subordination and Attornment. Landlord hereby represents This Lease and warrants the Tenant's rights under this Lease are subject and subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, 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 hereafter at any subsequent time affects any Parcel of Property, Theatre Improvement or Unit of Equipment or any interest of the Landlord in force against any Parcel of Property, Theatre Improvement or Unit of Equipment or the PremisesLandlord'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 mortgages and other encumbrances on the interest of a Site Landlord under its Site Lease or in and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees estate of such Site Landlord in writing in a form reasonably satisfactory and to the parties not 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 disturb Tenant's possession in effect it. Nevertheless, the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute will execute, acknowledge and return deliver to Landlord the Landlord, at any such subordination documents time and from time to time, within ten (10) business days of Business Days following written demand by the Landlord's written request. If Tenant does not provide , documents reasonably requested by the Landlord, any Site Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event or underlying lessor or any proceedings are brought for foreclosuremortgagee, or any holder of a deed of trust or other instrument described in this paragraph, to confirm or effect the event 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 the power of sale its rights under any mortgage ground lease or dead 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 payment of Basic Rent, Additional Rent or any other amount payable hereunder for more than one month in advance, or (ii) any amendment or modification of this Lease made by thereafter without its written consent, or (iii) any claim against the Landlord covering the Premises, Tenant shall attorn arising prior to the purchaser at any date that the successor succeeded to the Landlord's interest (except to the extent such foreclosureclaim relates to a condition or circumstance which continues to exist thereafter), or (iv) any claim or offset of Basic Rent, Additional Rent or any other amount owing hereunder against the Landlord (except to the grantee of extent such claim or offset relates to a deed in lieu of foreclosurecondition or circumstance which continues to exist thereafter but then, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant such party is not in default hereunder past any applicable notice and cure period. The provisions an Affiliate of this Article Landlord, only as to the contrary notwithstandingtime period following such party's succession to the interest of landlord hereunder). Upon request by the successor and without cost to the Landlord or the successor, the Tenant will execute, acknowledge and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for deliver reasonable documents confirming the full term hereunderattornment.

Subordination and Attornment. Landlord hereby represents and warrants (a) Except to Tenant the extent that there are no mortgages Landlord's mortgagee (or deeds of trust currently encumbering lessor under a ground lease) elects to make the Building. Upon request of LandlordLease senior to the mortgage (or ground lease) pursuant to Section 25(b), Tenant will, in writing, agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may hereafter be in effect regarding the Project or any component thereof, to any mortgage now or hereafter in force against encumbering the PremisesPremises or the Project or any component thereof, and to all advance advances made or hereafter to be made upon the security thereof provided of such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute within fifteen (15) days of request by Landlord such instrument or certificates as may be reasonably required to carry out the holder thereof agrees intent hereof, whether said requirement is that of Landlord or any other party in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosureinterest, including, without limitation, any mortgagee. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such subordination documents acting instrument or instruments if Tenant fails to do so within such 15-day period, provided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments or certificates. Landlord represents that no mortgage or deed of trust currently encumbers the Project and that there is no ground lease affecting the Project. (b) If any mortgagee or lessor under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or lease, as duly authorized agent for Tenant provided the same is not inconsistent case may be. The term "mortgage", as used in this Lease, includes any deed of trust, deed to secure debt, or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the terms hereof. holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any mortgage or dead of trust made by Landlord covering the PremisesPremises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall attorn to the transferee or purchaser at any such foreclosureforeclosure or under power of sale, or to the grantee lessor of a deed in lieu of foreclosurethe Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), without any deductions or off-set whatsoever, and shall recognize and be bound and obligated hereunder to such purchaser or grantee person as the Landlord under this Lease; provided, however, that no such person shall be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease provided (and then only if such party prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); provided, however, that such person shall be responsible for ongoing maintenance and repair obligations of the Landlord; (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in writing conflict herewith requested by Landlord, the mortgagee or such person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in a form reasonably satisfactory the Premises or the Building pursuant to the parties not powers granted to disturb Tenant's possession so long as a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant is not hereunder. (d) Notwithstanding the foregoing, in default hereunder past the event of a foreclosure of any applicable notice and cure period. The provisions mortgage or the termination of this Article to any ground lease or in the contrary notwithstandingevent of any other action or proceeding for the enforcement of either of them, and so long as Tenant is not in default hereunderor of any sale thereunder, this Lease shall remain not be terminated or extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no event of default then exists under this Lease; and in full force and effect such case, Tenant shall attorn to the person who acquires Landlord's interest hereunder through any such mortgage or lease. In the event Landlord elects to place a mortgage on its interest in the Building or the Project, it shall use commercially reasonable efforts to obtain for the full term hereunderbenefit of its lender and of Tenant a subordination, non-disturbance and attornment agreement in a commercially form, reasonably acceptable to its lender. In the event Landlord obtains the same, Tenant agrees to execute, acknowledge and deliver upon demand such agreement and further instruments requested by the lender evidencing such subordination of this Lease to the lien of the mortgage or lease.

Subordination and Attornment. Landlord hereby represents 30.1 This Lease, at Landlord's option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and warrants to Tenant that there are no mortgages or deeds use of trust currently encumbering any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Upon request Tenant agrees, with respect to any of Landlordthe foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. Notwithstanding the foregoing, as a condition to the subordination to any mortgage or ground lease, Landlord shall provide a Non-Disturbance Agreement from its lender or ground lessor in a commercially reasonable form. 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 will, in writing, subordinate its rights hereunder agrees to execute such commercially reasonable documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any mortgage, mortgage or deed of trust, ground lease or underlying lease now or hereafter in force against as the Premises, case may be and failure to do so within five (5) business days after written demand shall be an Event of Default. Tenant hereby attorns to all advance made successor owners of the Building, whether or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in not such ownership is acquired as a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event result of a sale through foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any otherwise. 30.2 Each party shall, at such subordination documents within time or times as the other party may request, upon not less than ten (10) business days of Landlord's days' prior written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestrequest by the requesting party, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn sign and deliver to the purchaser at any such foreclosure, or to the grantee of requesting party a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under certificate stating whether this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the certifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party's interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant's failure to deliver such statement within five (5) days after Landlord's second written request therefor shall constitute an Event 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 an estoppel certificate. 30.3 Upon Landlord's request made from time to time (but not more frequently than once a year, unless required in connection with a proposed sale or financing of the Project or the Building), Tenant shall deliver to Landlord Tenant's then most current financial statements, including a balance sheet and profit and loss statement for the full term hereundermost recent prior year (collectively, the "Statements"), which Statements shall accurately and completely reflect the financial condition of Tenant. If audited financial statements are not then available, Tenant may instead provide unaudited financial statements certified by an officer of Tenant as accurately and completely reflecting the financial condition of Tenant. The Statements shall be held in strict confidence by Landlord. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project, but only upon receipt by Tenant of a mutually acceptable and reasonable confidentiality agreement. Notwithstanding the foregoing, if (i) Tenant is required to file reports under the Securities Exchange Act of 1934, as amended, (ii) Tenant is current in its reporting obligations thereunder, and (iii) the reports required by such act are available to the public, including Landlord, then Tenant shall not be obligated to provide Landlord with financial statements pursuant to this Section 30.3. Under no circumstances shall this Section 30.3 require Tenant to provide Landlord with any material nonpublic information.

Subordination and Attornment. Landlord hereby represents (a) This Lease, and warrants all rights of Tenant here-under, are and shall be subject and subordinate in all respects to Tenant that there are no all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, 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 currently encumbering the Building. Upon request of Landlordor mortgages shall also cover other lands or buildings, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, each and to all every advance made or hereafter to be made upon under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be 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 security thereof provided lessor of any such lease or the holder thereof agrees of any such deed of trust or mortgage or any of their respective successors in writing in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a form reasonably satisfactory to default hereunder. Notwithstanding the parties not to disturb Tenant's possession foregoing, in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If that Tenant does not provide execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination documents within ten (10) business days 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 Landlordtrust 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 written request, Landlord agrees to request such superior party grant to Tenant a non-disturbance agreement in the form then Tenant hereby authorizes Landlord being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to execute such subordination documents acting as duly authorized agent for Tenant provided remain in possession of the same is not inconsistent Premises in accordance with the terms hereofof this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the PremisesFurther, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereundersuperior party.

Subordination and Attornment. Landlord hereby represents This Lease and warrants to the right of the Tenant that there hereunder are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, expressly subject and subordinate its rights hereunder to the lien and provisions of any mortgage, deed of trust, deed to secure debt, ground lease lease, assignment of leases, or underlying lease other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter in force against encumbering the Premises, the Building, the Property, or any part thereof, and all amendments, renewals, modifications and extensions of and to any such Security Instrument and to all advance advances made or hereafter to be made upon such Security Instrument, provided, however, that so long as the security thereof provided Tenant is not in default under the terms of this Lease, the holder thereof agrees in writing in a form reasonably satisfactory to of any such instrument shall not disturb the parties not to disturb Tenant's possession in of the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or Premises in the event of the exercise of the power of sale such holder's rights under any mortgage or dead of trust made such instrument. The Tenant agrees to execute and deliver such further instruments, in such form as may be required by Landlord covering or any holder of a proposed or existing Security Instrument, subordinating this Lease to the Premiseslien of any such Security Instrument as may be requested in writing by the Landlord or holder from time to time. In the event of the foreclosure of any such Security Instrument by voluntary agreement or otherwise, Tenant or the commencement of any judicial action seeking such foreclosure, the Tenant, at the request of the then Landlord, shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such mortgagee or purchaser in foreclosure as the Tenant's landlord under this Lease. The Tenant agrees to execute and deliver at any time upon request of such mortgagee, purchaser, or grantee their successors, any instrument to further evidence such attornment. The Tenant shall from time to time, upon not less than ten (10) days' prior written request by the Landlord, deliver to the Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect, or, if there have been modifications, that this Lease, as Landlord modified, is in full force and effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease provided such party agrees in writing in a form reasonably satisfactory and the date to which the parties not to disturb Tenant's possession so long as Tenant Rent has been paid; that the Landlord is not in default hereunder past any applicable notice and cure period. The provisions under this Lease or, if in default, a detailed description of this Article to such default; that the contrary notwithstanding, and so long as Tenant is or is not in default hereunderpossession of the Premises, this Lease shall remain in full force as the case may be; and effect for the full term hereundercontaining such other information and agreements as may be reasonably requested.

Subordination and Attornment. Landlord hereby represents This Lease, along with all rights of Tenant hereunder, is and warrants to Tenant that there are no shall be subject and subordinate to: (a) all ground leases encumbering all or any portion of the Project (each, a “Superior Lease”); (b) all mortgages or deeds of trust currently encumbering all or any portion of the Building. Upon request of LandlordProject (each, Tenant willa “Superior Mortgage”), in writing, subordinate its rights hereunder to whether or not affecting properties or interests other than the lien of any mortgage, deed of trust, ground lease Premises or underlying lease now or hereafter in force against the Premises, Project; (c) each and to all every advance made or hereafter to be made upon under each Superior Mortgage; (d) all renewals, modifications, replacements and extensions of any Superior Lease; and (e) all renewals, modifications, replacements, extensions, spreaders and consolidations of any Superior Mortgage (all such interests in clauses (a) through (e) collectively, whether in existence as of the security thereof provided date of this Lease first encumbering all or any portion of the Project after the date of this Lease being referred to as the “Superior Interests”, and each holder thereof agrees of any such Superior Interest [including its successors in writing in interest], a form reasonably satisfactory “Superior Interest Holder”). Notwithstanding the foregoing, any Superior Interest Holder may elect, at any time, to subordinate its Superior Interest to the parties lien of this Lease. If any Superior Interest Holder succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (such party so succeeding to Landlord’s rights herein called “Successor Landlord”), then Tenant shall attorn to and recognize such Successor Landlord as Landlord under this Lease, and this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant, and Successor Landlord shall not to disturb Tenant's ’s quiet enjoyment and possession of the Premises for so long as Tenant faithfully performs its obligations under the Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, act or omission of any Landlord having an interest in the event Project prior to the date such Successor Landlord acquires title thereto; (x) subject to any defense which accrued to Tenant prior to such date, or (y) bound by any modification of a foreclosure the Lease made without the prior written consent of such Successor Landlord; or deed(z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth in this Section 22.2 shall be self-in-lieu operative and no further agreement of foreclosure. Tenant shall execute and return be necessary in order to Landlord effect any such subordination documents and attornment; however, with respect to the interest of any Superior Interest Holder first encumbering all or any portion of the project after the date of this Lease and to which Landlord intends that this Lease be subordinate to the interest of the Superior Interest Holder, Landlord shall provide to Tenant a subordination and attornment, including any Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) on said Senior Interest Holder’s standard form, and Tenant shall, within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestafter Notice, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant execute, acknowledge and deliver the SNDA, provided the same is not inconsistent with provides for the terms hereof. In the event effectiveness of this Lease following any proceedings are brought for foreclosure, or in the event foreclosure of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Superior Interest Holder. Tenant shall attorn acknowledges its obligation to the purchaser at pay late charges as provided in Section 3.4 for each day that Tenant is late in providing any such foreclosureSNDA, or to commencing on the grantee of a deed in lieu of foreclosure11th day following Landlord’s request therefor, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to continuing through the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunder20th day thereafter.

Subordination and Attornment. Landlord hereby represents Tenant agrees: (a) that, except as hereinafter provided, this Lease is, and warrants to Tenant that there are no mortgages or deeds all of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its Tenant’s rights hereunder are and shall always be subject and subordinate to the lien of any mortgage, deed leases of trustLandlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the demised Premises or security instruments (collectively called “Mortgage”) that now exist, ground lease or underlying lease now may hereafter be placed upon the demised Premises or hereafter in force against the Premises, any part thereof and to all advance advances made or hereafter to be made upon thereunder and to the security thereof provided interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (b) that if the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten Mortgage (10“Mortgagee”) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to if the purchaser at any such foreclosureforeclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, or Tenant will attorn to the grantee of a deed in lieu of foreclosure, and recognize such purchaser Mortgagee or grantee purchaser, as the case may be, as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to for the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions balance then remaining of the term of this Article Lease, subject to all terms of this Lease; and (c) that the aforesaid provisions shall be self operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary notwithstandingset forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, and so long as Tenant is not in default hereunder, thereupon this Lease shall remain be deemed prior to such Mortgage to the extent set forth in full force such written document without regard to their respective dates of execution, delivery and/or recording and effect for in that event, to the full term hereunderextent set forth in such written document such Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage and as though this Lease had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form satisfactory to Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in recordable form.

Subordination and Attornment. Landlord hereby represents 14.01 Subject to the provisions of Paragraph 14.02 below, this Lease and warrants to all rights of Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, under this Lease shall be subject and subordinate its rights hereunder at all times to the lien of any mortgage, deed of trust, ground lease or underlying lease now mortgage made a lien on the demised premises in connection with the purchase thereof by Landlord ("Purchase Money Mortgage") or hereafter in force against a lien upon the Premises, demised premises and to all advance made amendments, extensions, renewals, consolidations, and replacements thereof, subject to Tenant's receipt of a non-disturbance agreement as set forth in Paragraph 14.02. Although no instrument or hereafter act on the part of the Tenant shall be necessary to be made upon effectuate such subordination, the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory Tenant will, nevertheless, execute and deliver such further instruments subordinating this Lease to the parties not to disturb Tenant's possession in the event lien of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents mortgage within ten (10) business days of from Landlord's written requestrequest therefor. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to such mortgagee in the purchaser at any such foreclosure, or event mortgagee shall succeed to the grantee interest of Landlord by reason of a foreclosure or delivery of a deed in lieu of foreclosureforeclosure or otherwise. 14.02 Tenant, in connection with Landlord's obtaining the Purchase Money Mortgage or any mortgage to become a lien on the demised premises hereafter, agrees to enter into an agreement in recordable form with any such mortgagee, which agreement Tenant agrees to execute, within seven (7) business days after receipt thereof, which shall provide, in substance: (A) That this Lease is subject and subordinate to any such mortgage and to all amendments, extensions, renewals, consolidations and replacements thereof. (B) That so long as Tenant shall not be in default, subject to the giving of notice if required and the expiration of the applicable grace period, if any, of its obligations under this Lease: (i) Such mortgagee shall recognize this Lease and the rights of Tenant hereunder and shall not disaffirm this Lease even if mortgagee shall foreclose the mortgage or the demised premises shall be sold pursuant to a foreclosure sale or shall take a deed in lieu of such foreclosure sale; (ii) Tenant shall be entitled to use and occupy the demised premises in accordance with the provisions of this Lease and no provisions of such mortgage shall supersede or make void the provisions of this Lease including the provisions as to the applicability of insurance proceeds in the event of a casualty; and (iii) Tenant's possession of the demised premises shall not be disturbed by any such mortgagee, its successors or assigns. (C) That this Lease shall not be terminable by Tenant by reason of foreclosure under any fee mortgage by legal proceedings, or otherwise, and in the event that by reason of default on the part of Landlord therein, a mortgagee shall enter into and become possessed of the Property and/or the entire demised premises either through possession or foreclosure proceedings, then Tenant shall hereby be deemed to, without further instruments of attornment in such case, attorn to such mortgagee and shall recognize such purchaser mortgagee as its Landlord, and Tenant waives the provisions of any statute or grantee as Landlord under rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease provided or to surrender possession of the demised premises in the event the Landlord's interest in the Lease is terminated. Although no instrument or act on the part of Tenant shall be necessary to effectuate such party subordination, Tenant agrees to execute, upon the request of such mortgagee, an agreement of subordination non-disturbance and attornment in writing in a form reasonably satisfactory to the parties Tenant and such mortgagee. 14.03 The above subordination with respect to any Purchase Money Mortgage or any future fee mortgages (including renewals, modifications, replacements and extensions thereof) shall not to disturb Tenant's possession so long be operative unless Tenant receives an executed and delivered subordination, non-disturbance and attornment agreement as Tenant is not set forth in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderparagraph 14.02 from said mortgagees.

Subordination and Attornment. Landlord hereby represents and warrants to Tenant that that, as of the effective date of this Lease, there are is no mortgages or deeds of trust Encumbrance currently encumbering the BuildingProject. Upon request This Lease and all of Landlord, Tenant will, in writing, subordinate its Tenant’s rights hereunder shall be subject and subordinate to the lien of any mortgageand all Encumbrances, deed of trustto all renewals, ground lease or underlying lease now or hereafter in force against the Premisesmodifications, consolidations, replacements and extensions thereof, and to any and all advance advances made or hereafter to be made upon on the security thereof provided the holder thereof agrees or Landlord’s interest therein, unless an Encumbrancer requires in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under that this Lease provided such party agrees in writing in be superior to its Encumbrance; provided, however, that Landlord shall have obtained for the benefit of Tenant from any Encumbrancer a form reasonably satisfactory to the parties not to disturb Tenant's possession commercially reasonable non-disturbance agreement which provides, among other things, that so long as Tenant there is not in default hereunder past any applicable notice and cure period. The provisions no Event of this Article to the contrary notwithstanding, and so long as Tenant is not in default Default hereunder, this Lease shall remain not be terminated and Tenant shall generally be entitled to the benefit of each of the agreements, terms, covenants and conditions set forth herein, including, without limitation, Landlord’s obligation to perform the Landlord’s Work, Tenant’s self-help rights and any right of Tenant to any Rent credit or set-off or abatement of Rent, whether any such right accrues prior to, during the pendency of or after any foreclosure event or the exercise by an Encumbrancer of any rights or remedies with respect to the Premises or the Project under the applicable security instrument. Notwithstanding the foregoing, 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. Landlord shall pay all costs and expenses charged by any Encumbrancer in full force connection with obtaining any subordination, non-disturbance and effect for the full term hereunderattornment agreement required to be delivered pursuant to this Section 21.1.

Subordination and Attornment. Landlord hereby represents (a) Tenant agrees that this Lease and warrants all rights of Tenant hereunder are and shall be subject and subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may now or hereafter be in force against effect regarding the PremisesProject or any component thereof, and to any mortgage now or hereafter encumbering the Premises or the Project or any component thereof, to all advance advances made or hereafter to be made upon the security thereof provided the holder thereof agrees of such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant interest, shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. request by Landlord such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. (b) If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestany mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then Tenant hereby authorizes Landlord this Lease shall be superior to execute such subordination documents acting mortgage or lease, as duly authorized agent for Tenant provided the same is not inconsistent case may be. The term "mortgage", as used in this Lease, includes any deed of trust, deed to secure debt, or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the terms hereof. holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under, any mortgage covering the Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), attorn to such person, without any deductions or off-set whatsoever, and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease; provided, however, that no such person shall be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Premises or the Building pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant hereunder. (d) Notwithstanding the foregoing, in the event of a foreclosure of any mortgage or dead the termination of trust made by Landlord covering any ground lease or in the Premisesevent of any other action or proceeding for the enforcement of either of them, or of any sale thereunder, this Lease shall not be terminated or extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, so long as Tenant faithfully performs its obligations and no event of default then exists under this Lease; and in such case, Tenant shall attorn to the purchaser at person who acquires Landlord's interest hereunder through any such foreclosuremortgage or lease. In the event Landlord elects to place a mortgage on its interest in the Premises, or it shall obtain for the benefit of its lender and of Tenant a subordination, non- disturbance and attornment agreement ("SNDA") in substantially the form attached hereto as Exhibit E. In the event Landlord obtains the same, Tenant agrees to execute, acknowledge and deliver upon demand such agreement and further instruments requested by the lender evidencing such subordination of this Lease to the grantee lien of a deed in lieu the mortgage or lease. Landlord shall within sixty (60) days of foreclosure, and recognize such purchaser or grantee as Landlord under the date of this Lease obtain for the benefit of Tenant from Landlord's current lender a SNDA in substantially the form attached hereto as Exhibit E. In the event Landlord fails to obtain such SNDA within such sixty (60) day period, Tenant shall have the right to terminate this Lease by giving Landlord written notice of Tenant's election to terminate hereunder provided such party agrees in writing in a form reasonably satisfactory to notice is given within thirty (30) days of the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure expiration of such sixty (60) day period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunder.

Subordination and Attornment. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord hereby represents and warrants to Tenant that there are no mortgages or deeds any mortgagee or beneficiary with a mortgage or deed of trust currently encumbering the Building. Upon request Property or any portion thereof, or any lessor of Landlorda ground or underlying lease with respect to the Property or any portion thereof (any such mortgagee, Tenant willbeneficiary or lessor, in writinga “Holder”), this Lease will be subject and subordinate its rights hereunder to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Property; (ii) the lien of any mortgage, deed or deed of trust which may now exist or hereafter be executed affecting the Property or any portion thereof; (iii) all past and future advances made under any such mortgages, deeds or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground lease or underlying lease leases, master leases, mortgages, deed 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 force against any of said items. Notwithstanding the Premisesforegoing, and Landlord reserves the right to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord subordinate any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord Security Documents to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofthis Lease. In the event of any proceedings are brought for foreclosure, 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 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 exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee Property will not be disturbed as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so 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 past in the event of any applicable notice 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 covenants and cure period. The provisions 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 Article Lease and Tenant’s agreement to the contrary notwithstandingattorn with respect to any such Security Document; provided, and so long as Tenant is not in default hereunderhowever, any such agreement subordinating this Lease to such lease, mortgage or deed of trust shall remain contain a nondisturbance provision in full force and effect for the full term hereunderstandard form of such Holder.

Subordination and Attornment. Landlord hereby represents and warrants (a) Tenant agrees to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlordsubordinate this Lease to any future ground, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease air space or underlying lease and to all mortgages which may now or hereafter in force against affect such leases or the Premises, land or any part thereof and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb renewals, modifications, consolidations replacements, and extensions thereof; provided, however, that Tenant's rights of possession in the event hereunder and all of a foreclosure its other rights and privileges hereunder shall not be disturbed or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession impaired so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions under the terms of this Article Lease or such default has been cured within the time permitted for the curing of default by the Tenant under the terms of this Lease. (b) Upon written request of any mortgagee, or successor or assignee of the Landlord, Tenant shall execute an instrument whereby Tenant shall attorn to such mortgagee, successor or assignee upon all the contrary notwithstandingterms, covenants, conditions, and agreements set forth in this Lease, provided the party requesting the same executes an instrument whereby such party agrees not to disturb or impair Tenant's rights of possession hereunder and all of its other rights and privileges hereunder so long as Tenant is not in default hereunder, under the terms of this Lease shall remain in full force and effect or such default has been cured within the time permitted for the full term hereundercuring of default by the Tenant under this Lease. The holder of every interest to which this Lease is subordinate or the purchaser of the Land and Building or any portion thereof in foreclosure proceedings or otherwise shall not be bound by any payment of Rent by Tenant to Landlord for more than one month in advance. The provisions of this Paragraph 25 shall be self-operative and no further instrument of subordination shall be required by the holders of any interest to which this Lease is subordinate. Each party agrees, however, whenever requested so to do upon reasonable notice by the other party, to execute such instruments confirming the provisions of this Paragraph 25 as the party requesting the same may require, without expense to Landlord, and in the event that Tenant shall fail or neglect so to execute, acknowledge and deliver any such subordination instrument or certificate, Landlord, in addition to any other remedies, may be the agent or attorney-in-fact of Tenant and may execute, acknowledge and deliver the same, and Tenant hereby irrevocably nominates, constitutes, and appoints Landlord as Tenant's proper and legal attorney-in-fact for such purpose.

Subordination and Attornment. Landlord This Lease and the estate, interest and ---------------------------- rights hereby represents and warrants created are subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease mortgage now or hereafter in force against placed upon the PremisesLot, the Building or any estate or interest therein, including, without limitation, any mortgage on any leasehold estate, and to all advance made renewals, modifications, consolidations, replacements and extensions of the same as well as any substitutions therefor. Tenant agrees that in the event any person, firm, corporation or hereafter other entity acquires the right to be made possession of the Lot and the Building including any mortgagee 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 security thereof same terms and conditions as are set forth herein for the balance of the Lease Term, provided the holder thereof agrees that such person, firm, corporation or other entity shall enter into a non-disturbance agreement with Tenant in writing in a form and substance reasonably satisfactory to Tenant and its counsel. Notwithstanding the parties not foregoing, any mortgagee may, at any time, subordinate its mortgage to disturb this Lease, without Tenant's possession consent, by notice in the event writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of a foreclosure or deed-in-lieu of foreclosure. Tenant execution and delivery, and in that event, such mortgagee shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided have the same is not inconsistent rights with respect to this Lease as though it had been executed prior to the terms hereof. In the event any proceedings are brought for foreclosure, or in the event execution and delivery of the exercise of the power of sale under any mortgage or dead of trust made by mortgage. Landlord covering the Premisesshall obtain, Tenant shall attorn prior to the purchaser at any such foreclosureCommencement Date, or to the grantee of a deed non-disturbance agreement in lieu of foreclosure, form and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form substance reasonably satisfactory to Tenant and its counsel, from the parties not Landlord's mortgagee. Tenant, if requested by Landlord, shall execute any such instruments in recordable form as may be reasonably required by Landlord in order to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice confirm or effect the subordination, non-disturbance and cure period. The attornment provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderSection.

Subordination and Attornment. Landlord hereby represents Tenant agrees: a. That, except as hereinafter provided, this Lease is, and warrants all of Tenant’s rights hereunder are and shall always be, subject and subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request any first mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Demised Premises or security instruments (collectively called “Mortgage”) that now exist, Tenant will, in writing, subordinate its rights hereunder to or may hereafter be placed upon the lien of Demised Premises or any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, part thereof and to all advance advances made or hereafter to be made upon thereunder and to the security thereof provided interest thereon and all renewals, replacements, modifications, consolidations, or extensions thereof; and b. That if the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten Mortgage (10“Mortgagee”) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to if the purchaser at any such foreclosureforeclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, or to the grantee of a deed in lieu of foreclosureTenant will attorn to, and recognize such purchaser mortgagee or grantee purchaser, as the case may be, as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to for the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions balance then remaining of the term of this Article Lease, subject to all terms of this Lease; and c. That the aforesaid provisions shall be self-operative and no further instrument or document shall be necessary unless required by any such mortgagee or purchaser. Notwithstanding anything to the contrary notwithstandingset forth above, mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and so long as Tenant is not in default hereunder, thereupon this Lease shall remain be deemed prior to such mortgage without regard to their respective dates of execution, delivery and/or recording and in full force that event such mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and effect for a memorandum thereof recorded prior to the full term hereunderexecution, delivery and recording of the mortgage and as though this Lease had been assigned to such mortgagee. Should Landlord or any mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant, upon written request, and from time to time, will execute and deliver without change and in form satisfactory to Landlord and the mortgagee or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in recordable form.

Subordination and Attornment. Landlord hereby represents (a) Tenant agrees that this Lease and warrants all rights of Tenant hereunder are and shall be subject and subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may hereafter be in effect regarding the Project or any component thereof, to any mortgage now or hereafter in force against encumbering the PremisesDemised Premises or the Project or any component thereof, and to all advance advances made or hereafter to be made upon the security thereof provided of such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions for such mortgage, so long as, a part of such subordination, the holder thereof party receiving the benefit of such agrees in writing in to provide a form reasonably satisfactory to non-disturbance agreement for Tenant, which instrument shall be delivered within six (6) months after the parties not to disturb Tenant's possession mortgage is first put on public record in the records of Cobx Xxunty, Georgia. Landlord represents and warrants to Tenant that, as of the date of this Lease, there is no underlying land lease affecting the Lease or encumbering the Property or Building, and the only deeds to secure debt, mortgages, or other first priority security title or security interest encumbering its estate in the Property is one in favor of The Metropolitan Life Insurance Company ("Mortgagee"). Landlord shall use all reasonable efforts to deliver to Tenant, as soon as possible after the execution and delivery of this Lease by Landlord and Tenant, a fully executed subordination, non-disturbance and attornment agreement from Mortgagee, in the form attached hereto as Exhibit "J", by this reference incorporated herein and in any event will deliver such to Tenant within six (6) months after this Lease is duly executed and delivered by all parties hereto. The terms of a foreclosure this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or deedcertificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. Landlord is hereby irrevocably vested with full power and authority as attorney-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent fact for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunder.in

Subordination and Attornment. Landlord hereby represents Lessee accepts this Lease subject and warrants subordinate to Tenant that there are no any mortgage or mortgages (including, without limitation, the notes or other obligations secured thereby and any and all renewal, modifications, consolidations, replacements or extensions of any such mortgages or deeds of trust currently encumbering the Building. Upon request of Landlordnotes or other obligations secured thereby) now in existence or hereinafter made from time to time, Tenant will, in writing, subordinate its rights hereunder effecting the title to the lien Property, Building or Property or Lessor's interest therein. Lessee also accepts this Lease subject and subordinate to all instruments in the chain of fee title to the Property including any and all renewals, modifications, consolidations, replacements or extensions of such instruments. Lessee shall execute, acknowledge and deliver to the holder of any mortgagesuch mortgage or to any of the parties to such instruments, deed within fifteen (15) days of trustdemand by such holder or by any such party, ground lease any releases, certificates or underlying lease now other documents that may be required by such holder or hereafter in force against by any such party, for the Premisespurpose of evidencing the subordination of this Lease to such mortgages or instruments or to any renewals, and to all advance made modifications, consolidations, replacements or hereafter to be made upon the security thereof extensions thereof; provided the holder thereof agrees in writing in a form reasonably that such documents contain non-disturbance provisions satisfactory to the parties not to disturb Tenant's possession in Lessee. In the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage (or dead any note or other obligation secured thereby) to which this Lease is subordinate, or a taking of trust made by Landlord covering possession of the Leases Premises, Tenant Building or Property by the mortgagee or other person acting for or through the mortgagee under any mortgage to which this Lease is subordinate, then, and upon the happening of any such events, Lessee shall attorn to the purchaser at any such foreclosureand recognize, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under hereunder the party who, but for this Lease Lease, would be entitled to possession of the Leased Premises, Building or Property; provided such party agrees in writing in a form reasonably that satisfactory non-disturbance obligations are provided to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderLessee.

Subordination and Attornment. Landlord hereby represents This Lease is subject and warrants subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to (i) the lien of any mortgage, deed of trust, ground lease or underlying lease Mortgage which may now or hereafter in force against encumber all or part of the PremisesProject, and to (ii) all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory existing recorded restrictions, covenants, easements and agreements with respect to the parties Project, provided, however, that so long as this Lease is in full force and effect and Tenant is not to disturb in default beyond any applicable cure period hereunder, Tenant's possession in of the event of a foreclosure or deed-in-lieu of foreclosurePremises shall not be disturbed. Tenant shall execute and return In order to Landlord any confirm such subordination documents (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days of after written request from Landlord's written request. If Tenant does not provide , execute and deliver to Landlord with or any Mortgage holder, any certification, instrument or other document reasonably required by Landlord or such subordination documents within ten (10) business days of Landlord's written requestMortgage holder, then Tenant hereby authorizes in form and content as reasonably required by Landlord to execute or such subordination documents acting as duly authorized agent for Tenant Mortgage holder, provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosuresuch certification, investment, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord document provides that Tenant's rights under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties will not to disturb Tenant's possession so be disturbed as long as Tenant is not in default hereunder past beyond any applicable notice and cure period. The Tenant acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. Notwithstanding anything contained herein to the contrary, if the holder of any Mortgage elects to have this Lease be prior to its lien, Tenant agrees that upon receipt of notice of same from Landlord or such Mortgage holder, this Lease will be prior to such lien. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the "New Owner"), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Article Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the contrary notwithstandingNew Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default hereunderbeyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant's possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the full term hereunderLease by Landlord, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month's installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.

Subordination and Attornment. Landlord hereby represents Tenant agrees that this Lease is and warrants shall be subordinate to any mortgages, deeds of trust, superior leases and ground leases that are now, or may hereafter be placed, upon the Premises or to which the Premises are subject and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, modifications, amendments and extensions thereof. Tenant also agrees that any mortgagee or beneficiary may elect to have this Lease constitute a prior lien to its mortgage or deed of trust, and in the event of such election and upon notification by such mortgagee or beneficiary to Tenant to that there are no mortgages effect, this Lease shall be deemed prior in lien to such mortgage or deeds deed of trust currently encumbering trust, whether this Lease is dated prior to or subsequent to the Buildingdate of said mortgage or deed of trust. Upon Tenant agrees that upon the request of Landlord, Tenant willor any mortgagee, in writinglessor or beneficiary, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return whatever instruments may be reasonably required by Landlord or by any mortgagee, lessor or beneficiary to Landlord any such subordination documents within ten (10) business days carry out the intent of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofthis Section. In the event of the cancellation or termination of any proceedings are brought superior lease, (1) this Lease and all of the rights of Tenant pursuant to this Lease shall remain in full force and effect, except that the lessor under any applicable superior lease shall be deemed to be 'Landlord', or at the request of such lessor or Tenant, such lessor and Tenant shall enter into a direct lease upon the same terms and conditions set forth in this Lease, (2) Tenant agrees to be bound to such lessor under all provisions of this Lease for the balance of the Term with the same force and effect as if such lessor was the original 'Landlord' under this Lease, and (3) Tenant shall perform and observe its obligations under this Lease, and Tenant shall attorn to and recognize such lessor as its 'Landlord' under this Lease. In the event of foreclosure, or conveyance by deed in the event lieu of the foreclosure, or exercise of the power of sale under any mortgage or dead and/or deed of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosuretrust, or to in the grantee of a deed event Landlord sells, conveys or otherwise transfers its interest in lieu of foreclosure, and recognize such purchaser the Land or grantee as Landlord under this Lease provided such party agrees any portion thereof containing the Premises or in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant event that any superior lease is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunderterminated, this Lease shall remain in full force and effect and Tenant hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner or lessor whereby Tenant attorns to such successor in interest and recognizes such successor as the 'Landlord' under this Lease, provided, however, that such successor shall not be bound by any payment of Rent for more than one (1) month in advance, any security deposit, or any prior default by Landlord. Upon request by Tenant, Landlord shall use good faith efforts to secure from the full term hereunderholder of any mortgage affecting the Land a written agreement wherein the holder agrees that so long as Tenant is not in default of its obligations under this Lease beyond any applicable notice and cure period the holder shall recognize Tenant's rights under this Lease. Rent due under this Lease shall not be paid more than one (1) month in advance, and shall, upon receipt of written notification from the holder of the mortgage, deed of trust or superior lease, be paid by the Tenant directly to such holder until the Tenant receives other written instructions from such holder.

Subordination and Attornment. Landlord hereby represents This Lease is subject and warrants subordinate to Tenant that there are no mortgages or the liens of all mortgages, deeds of trust currently encumbering and other security instruments now or hereafter placed upon the Building. Upon request of Building or the Property or any portion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed deeds of trust, other security instruments, and ground lease or underlying lease now or hereafter in force against leases being hereinafter referred to as "Mortgages" and the Premisesmortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called "Mortgagees"), and to any and all advance made renewals, extensions, modifications, or hereafter to be made upon refinancings thereof, without any further act of the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure . If requested by Landlord, however, Tenant shall promptly execute any certificate or deed-in-lieu of foreclosureother document confirming such subordination. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestagrees that, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event if any proceedings are brought for foreclosure, or in the event foreclosure of any of the exercise of Mortgages, Tenant, if requested to do so by the power of sale under any mortgage or dead of trust made by Landlord covering purchaser at the Premisesforeclosure sale, Tenant shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without any deduction or 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 such foreclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, any Mortgagee may at any such foreclosure, or time subordinate the lien of its Mortgages to the grantee operation and effect of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to without obtaining the parties not to disturb Tenant's possession so long as consent thereto, by giving the Tenant is not written notice thereof, in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, which event this Lease shall remain be deemed to be senior to such Mortgages without regard to the respective dates of execution and/or recordation of such 26 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 full force and effect connection with obtaining financing for the full term 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 Premises, or increase the amount of Annual Basic Rent and Tenant's Share of Increased Operating Costs payable hereunder.

Subordination and Attornment. Landlord hereby represents 30.1 This Lease, at Landlord's option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and warrants to Tenant that there are no mortgages or deeds use of trust currently encumbering any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Upon request Tenant agrees, with respect to any of Landlordthe 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 will, in writing, subordinate its rights hereunder 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, mortgage or deed of trust, as the case may be, and by failing to do so within five (5) days after written demand, Tenant does hereby make, constitute, and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place, and stead, to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. As of the date of this Lease, there is no (a) deed of trust or mortgage encumbering the Project or (b) ground lease affecting the Building. 30.2 Each party shall, at such time or underlying lease now times as the other party may request, upon not less than ten (10) days' prior written request by the requesting party, sign and deliver to the requesting party a certificate stating whether this Lease is in full force and effect; whether any amendments or hereafter modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the certifying party there are any defaults hereunder; and in force against the Premisescircumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective SMRH:422502059.9 -45- purchaser of all or any portion of the requesting party's interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant's failure to deliver such statement within five (5) days after Landlord's second written request therefor shall constitute an Event 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 an estoppel certificate. 30.3 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord's request, Tenant's current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the "Statements"), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all advance made or hereafter any portion of the Building or the Project. Notwithstanding the foregoing, if (i) Tenant is required to file reports under the Securities Exchange Act of 1934, as amended, (ii) Tenant is current in its reporting obligations thereunder, and (iii) the reports required by such act are available to the public, including Landlord, then Tenant shall not be made upon obligated to provide Landlord with financial statements pursuant to this Section 30.3. 30.4 As a condition to the security thereof provided subordination in Section 30.1 of this Lease to its mortgage or deed of trust, any future mortgagee or beneficiary shall deliver to Tenant a written subordination and non-disturbance agreement in recordable form acceptable to such mortgagee or beneficiary in its sole discretion providing that so long as Tenant performs all of the terms of this Lease, Tenant's possession under this Lease shall not be disturbed and Tenant shall not be joined by the holder thereof of any mortgage or deed of trust in any action or proceeding to foreclose thereunder, except where such is necessary for jurisdictional or procedural reasons. Landlord agrees in writing to use commercially reasonable efforts to obtain a written subordination and non-disturbance agreement from such mortgagee or beneficiary in a form reasonably satisfactory acceptable to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. ; provided that Tenant shall execute pay all costs incurred by Landlord in obtaining that subordination and return non-disturbance agreement. "Commercially reasonable efforts" of Landlord shall not require Landlord to Landlord incur any cost, expense or liability to obtain such subordination documents within ten (10) business days of agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by such mortgagee or beneficiary. Landlord's written request. If Tenant does not provide Landlord with such failure to obtain a non-disturbance, subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent and attornment agreement for Tenant provided shall have no effect on the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosurerights, obligations and liabilities of Landlord and Tenant or in the event of the exercise of the power of sale under any mortgage or dead of trust made be considered to be a default by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunder.

Subordination and Attornment. Landlord hereby represents may sell the Land and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering become the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, tenant under a ground lease or underlying lease of the Land and this Lease and all 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 mortgage or mortgages (and the liens thereof) now or at any time hereafter in force against the PremisesBuilding, the Land and/or the underlying leasehold estate, and to all advance advances made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory thereof; Tenant shall execute such further instruments subordinating this Lease to the parties lien or liens of any such mortgage or 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 as tenant under said underlying lease, or as the mortgagor under any mortgage to which this Lease is subject and subordinate, said underlying lease is terminated or such mortgage is foreclosed by summary proceedings, voluntary agreement or otherwise, Tenant, at the election of the landlord under said underlying lease or the owner of such mortgage, as the case may be, will attorn to and recognize such landlord or mortgage owner as the “Landlord” under this Lease; provided such agreement to attorn is conditioned upon such landlord’s or mortgage owner’s agreement that so long as no Event of Default has occurred and is continuing, such landlord or mortgage owner shall not to disturb Tenant's ’s rights hereunder. Tenant further agrees to execute and deliver at any time upon request of Landlord, any Mortgagee or any party, which shall succeed to the interest of Landlord as tenant under said underlying lease, any instrument to evidence such attornment and non-disturbance. Subject to the preceding sentence, Tenant 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 the landlord under said underlying lease or the owner of a foreclosure such mortgage to terminate said underlying lease or deed-in-lieu foreclose such mortgage. At the election of foreclosure. Tenant shall execute and return to Landlord the owner of any such subordination documents within ten mortgage (10) business days expressed in a document signed by such owner), such owner may make all or some of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord Tenant’s rights and interests in this Lease superior to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to mortgage and the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderlien thereof.

Subordination and Attornment. Landlord hereby represents THIS LICENSE IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF LICENSEE, BUT MERELY CREATES A REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS HEREOF. LICENSEE ACKNOWLEDGES THAT ITS AGREEMENT TO TREAT THIS AGREEMENT AS A LICENSE FORMED A MATERIAL PART OF THE CONSIDERATION FOR LICENSOR’S AGREEMENT TO ENTER INTO THIS LICENSE. This License shall be subject and warrants subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, all existing and future ground lease or underlying lease now or hereafter in force leases, mortgages, trust deeds and other encumbrances against the PremisesXxxxxx Xxxxxx Xxxx xx Xxxxxx Xxxxxx Xxxx, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and to all advance made or hereafter to be advances made upon the security thereof provided of such mortgages or trust deeds, unless in each case the holder thereof agrees of such Security Agreement (each, a “Security Holder”) requires in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a that this Agreement be superior thereto. Upon any termination or foreclosure (or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee delivery of a deed in lieu of foreclosure) of any Security Agreement, Licensee, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such purchaser or grantee party as Landlord under this Lease the licensor hereunder provided that such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession Licensee’s occupancy so long as Tenant is not in default Licensee timely pays all sums due hereunder past any applicable notice and cure periodotherwise performs its obligations hereunder. The provisions Within 10 days after request by Licensor, Licensee shall execute such further instruments as Licensor may reasonably deem necessary to evidence the subordination or superiority of this Article License to the contrary notwithstanding, and so long as Tenant is not in default hereunder, any Security Agreement. Licensee waives any right it may have under Applicable Laws to terminate or otherwise adversely affect this Lease shall remain in full force and effect for the full term hereunderAgreement or Licensee’s obligations hereunder upon a foreclosure.

Subordination and Attornment. (a) Landlord hereby represents and warrants to Tenant that there that, as of the date of this Lease, the Land and Building are no not encumbered by any mortgages or deeds ground or underlying leases, except for the Lease Agreement referred to in item 3 of trust currently encumbering Schedule B. of the Buildingowner’s policy of title insurance issued in favor of Landlord by Chicago Title Insurance Company, policy no. Upon request x x xxxx xxx xxxxxxxx, a copy of Landlord, which policy has been provided to Tenant. Tenant will, in writing, agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now which may hereafter be in effect regarding the Project or any component thereof, to any mortgage hereafter in force against encumbering the Premises, and Demised Premises or the Project or any component thereof; to all advance advances made or hereafter to be made upon the security thereof provided of such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions for such mortgage; provided, however, such subordination is conditioned upon the holder thereof agrees in writing lessor or mortgagee, as the case may be, executing and delivering a subordination, non-disturbance and attornment agreement in a form customarily used by institutional lenders (and reasonably satisfactory acceptable to tenants) in connection with multi-tenant office projects pursuant to which such lessor or mortgagee, as the parties case may be, will agree that so long as no event of default by Tenant has occurred under this Lease and is continuing, Tenant’s possession of the Demised Premises shall not to disturb be disturbed and Tenant's possession ’s rights under this Lease shall not be terminated in the event exercise of a foreclosure any of the rights of the lessor or deed-in-lieu mortgagee under such ground or underlying lease or mortgage. Upon request of foreclosure. any party in interest, Tenant shall execute promptly such subordination, non-disturbance and return attornment agreement required to carry out the intent hereof, whether said requirement is that of Landlord or any such subordination documents within ten other party in interest, including, without limitation, any mortgagee. (10b) business days If any mortgagee or any lessor of Landlord's written request. If Tenant does not provide the Landlord with such subordination documents within ten (10) business days of Landlord's written requestunder a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then Tenant hereby authorizes Landlord this Lease shall be superior to execute such subordination documents acting mortgage or lease, as duly authorized agent for Tenant provided the same is not inconsistent case may be. The term “mortgage”, as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term “mortgagee”, as used in this Lease, refers to the terms hereof. holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to Demised Premises or the purchaser at any such foreclosureProject, or to in the grantee event the interests of a Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosureforeclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called “such person”), attorn to such person and shall recognize and be bound and obligated hereunder to such purchaser person as the Landlord under this Lease; provided, however, that no such person shall be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease (and then only if such prepayments have been deposited with and are under the control of such person) and other than estimated payments of Tenant’s Additional Rental which Tenant is required to pay to Landlord pursuant to the provisions of this Lease; (ii) bound by any amendment or grantee modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be (which consent shall not be unreasonably withheld), provided that Tenant has been given written notice that such written consent is required from a mortgagee or lessor and Tenant has been provided with the address of such mortgagee or lessor; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord), except to the extent that such default is a continuing non-monetary default of the prior landlord which remains in existence at and after the date such person acquires the interest of the Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory with respect to the parties not Project, in which case such person shall be responsible for the correction or cure of such default from and after such date, subject, however, to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions Article 41 of this Article Lease, (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement consistent with the foregoing requested by Landlord, the mortgagee or such person. Tenant’s obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord’s interest in the Demised Premises or the Building pursuant to the contrary notwithstandingpowers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant hereunder. Landlord and so long as Tenant is not in default hereunder, agree that notwithstanding that this Lease shall remain is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Building, in full force the manner provided in the mortgage and effect for may, at the full term hereunderoption of such mortgagee, its successors and assigns, or other holder of the mortgage or note secured thereby, make such sale of the Demised Premises or Building subject to this Lease.

Subordination and Attornment. Landlord hereby represents 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and warrants to Tenant that there are no mortgages or deeds use of trust currently encumbering any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Upon request Tenant agrees, with respect to any of Landlordthe 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 will, in writing, subordinate its rights hereunder 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, mortgage or deed of trust, ground lease or underlying lease now or hereafter in force against as the Premisescase may be, and by failing to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents do so within ten (10) business days of Landlord's after written request. If demand, Tenant does hereby make, constitute, and irrevocably appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place, and stead, to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not provide Landlord with such subordination documents within ownership is acquired as a result of a sale through foreclosure or otherwise. 30.2 Each party shall, at such time or times as the other party may request, upon not less than ten (10) business days of Landlord's days’ prior written requestrequest by the requesting party, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn sign and deliver to the purchaser at any such foreclosure, or to the grantee of requesting party a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under certificate stating whether this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the certifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party’s interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event 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 an estoppel certificate. 30.3 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the full term hereundermost recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. If audited financial statements are not then available, Tenant may instead provide unaudited financial statements certified by an officer of Tenant as accurately and completely reflecting the financial condition of Tenant. Landlord agrees not to request copies of financial statements more often than once in every twelve-month period, unless required in connection with a proposed sale or financing. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project so long as any purchaser or encumbrancer agrees not to disclose the contents of any such statements to any third party other than its employees, agents and consultants. 30.4 Tenant acknowledges that Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the date of submission of any Statements to Landlord.

Subordination and Attornment. Landlord hereby represents Subject to and warrants to Tenant that there are no mortgages expressly conditioned upon the execution and delivery by any mortgagee and/or beneficiary of any mortgage or deeds deed of trust currently encumbering covering the Building. Upon request Leased Premises (hereinafter referred to as “Mortgagee”) to Lessee of Landlorda non-disturbance and attornment agreement in the form described below, Tenant will, in writing, Lessee accepts this Lease subject and subordinate its rights hereunder to the lien of any mortgage, such mortgage or deed of trust, ground lease or underlying lease trust which may now or hereafter in force against encumber all or any portion of the Premises, Leased Premises and to all advance made renewals, modifications, consolidations, replacements and extensions thereof. In the event that any such Mortgagee fails or hereafter refuses to deliver such non-disturbance and attornment agreement to Lessee then this Lease shall be made and remain prior and superior to such mortgage or deed of trust until such time as such Mortgagee executes and delivers to Lessee a non-disturbance and attornment agreement in the form provided for herein. Subject to and strictly conditioned upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory execution and delivery to the parties not Lessee of such non-disturbance and attornment agreement as aforesaid, Lessee agrees, at Lessor’s request, to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any Lessor an appropriate certificate or instrument evidencing and confirming such subordination documents within ten five (105) business days after receipt of Landlord's written requestsame from Lessor. If Tenant does not The above described nondisturbance and attornment agreement shall be in form and content reasonably acceptable to Mortgagee and Lessee and shall provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or that in the event of the exercise enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the power remedies provided for by law or by such mortgage or deed of sale trust, Lessee will attorn to and become the tenant of any person or party succeeding to the interest of Lessor as a result of such enforcement without change in the terms or provisions of this Lease and shall additionally provide that such successor in interest shall not under any mortgage or dead circumstances disturb Lessee’s possession of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord Leased Premises under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is Lessee performs its obligations hereunder. Such non-disturbance and attornment agreement may further provide that in the event of any default” by Lessor in the performance of its covenants or obligations hereunder which would give Lessee the right to terminate this Lease, Lessee shall not in exercise such right unless and until (i) Lessee gives written notice of such default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstandingMortgagee (provided that Mortgagee has notified Lessee in writing of the address to which notices are to be sent), and so long as Tenant is (ii) Mortgagee fails to cure or cause to be cured such default within thirty (30) days from the giving of such notice by Lessee, provided that if such default cannot in default hereunderbe cured within thirty (30) days, then Lessee shall not exercise the right to terminate this Lease unless the Mortgagee fails to commence the cure within such thirty (30) day period or thereafter fails to proceed with due diligence to cure such default, provided that in no event shall remain in full force and effect the period to cure such default be extended for more than one (1) year after the full term hereunderdate of notice to the Mortgagee of such default.

Subordination and Attornment. Landlord hereby represents and warrants to Tenant agrees that there are no mortgages or deeds of trust currently encumbering this Lease may, at the Building. Upon request option of Landlord, Tenant will, in writing, be subject and subordinate its rights hereunder to the lien of any mortgage, deed of trust, any other Instrument of security, or ground lease or underlying lease which is now or hereafter in force against placed on the Premises, and provided that, with respect to all advance made or hereafter to be made any such instrument over which this Lease would otherwise have priority, such subordination is conditioned upon the security thereof provided the holder thereof agrees in writing in mortgagee, beneficiary, other secured party or ground lessor executing and delivering a Non-Disturbance Agreement In a form reasonably satisfactory 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 parties not to disturb Tenant's possession in the event lien of a foreclosure or deed-in-lieu of foreclosure. such instrument and Tenant shall execute and return agree to Landlord any reasonable modifications to the form of Non-Disturbance Agreement so long as such subordination documents within ten (10) business days of Landlord's written requestmodifications do not diminish Tenant’s rights under this Lease. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to any third party purchasing or otherwise acquiring the purchaser Premises at any such foreclosure, sale or other proceeding or pursuant to the grantee exercise of a deed in lieu any rights, powers or remedies under any instruments of foreclosuresecurity or ground leases now or hereafter encumbering all or any part of the Premises, and recognize as if such purchaser or grantee third party had been named as Landlord under this Lease provided Lease. Tenant may encumber or finance its moveable fixtures and equipment installed on the Premises and its inventory, and no such party encumbrance or financing shall be deemed an assignment by Tenant hereunder. In connection with any such encumbrance or financing, Landlord agrees in writing in to execute and deliver an owner’s waiver and consent thereto In a form reasonably satisfactory acceptable to the parties not to disturb Landlord and Tenant's possession so long as ’s tender, provided Tenant is not in In default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term its obligations hereunder.

Subordination and Attornment. Landlord hereby represents (a) Tenant agrees, at Landlord's discretion: (i) that, except as hereinafter provided, this Lease is, and warrants to Tenant that there are no mortgages or deeds all of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its Tenant's rights hereunder are and shall always be, subject and subordinate to the lien of any mortgage, deed of trust, ground lease or underlying lease Mortgage now existing or hereafter in force against the Premises, given by Landlord and to all advance advances made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory thereunder and to the parties not to disturb Tenant's possession in the event of a foreclosure interest thereon, and all renewals, replacements, modifications, consolidations, or deed-in-lieu of foreclosure. Tenant shall execute extensions thereof; and return to Landlord (ii) that if any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, Mortgagee or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such foreclosureMortgage shall at its sole option so request, or to the grantee of a deed in lieu of foreclosureTenant will attorn to, and recognize such purchaser Mortgagee or grantee purchaser, as the case may be, as Landlord under this Lease provided for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such party agrees Mortgagee or purchaser. Tenant's obligation set forth in this subsection (a) shall be conditioned upon Landlord's Mortgagee agreeing in writing in that neither it nor any purchaser at a form reasonably satisfactory to the parties not to foreclosure sale shall disturb Tenant's quiet possession of the Premises so long as Tenant is not in default hereunder past any of this Lease (beyond all applicable notice and cure period. The provisions of this Article periods, if any). (b) Notwithstanding anything to the contrary notwithstandingset forth above, any Landlord's Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant's consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, and so long as Tenant is not in default hereunder, thereupon this Lease shall remain be deemed prior to such Mortgage to the extent set forth in full force such written document without regard to their respective dates of execution, delivery and/or recording. In that event, to the extent set forth in such written document, such Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and effect this Lease or memorandum thereof recorded prior to the execution, delivery, and recording of the Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Landlord, the Mortgagee, or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in recordable form, within fifteen (15) days of such request. (c) Tenant agrees that no Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date. Tenant further agrees that no Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall be responsible for the full term hereunderSecurity Deposit or other similar funds in respect of this Lease not actually paid to it.

Subordination and Attornment. Landlord hereby represents Tenant shall, subject to a Secured Party delivering to the Tenant a non-disturbance agreement pursuant to which the Lease will continue as long as no Event of Default of Tenant has occurred, provide to any Secured Party an instrument (the “Subordination Agreement”) in form and warrants content acceptable to Secured Party pursuant to which: A. this Lease and any extensions, renewals, replacements or modifications thereto, and all right and interest of Tenant that there are no mortgages in and to the Premises and the Leased Property shall be subject and subordinate to such Secured Loan Documents; B. Tenant shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Lease for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Landlord; C. If the Secured Party or deeds a Subsequent Owner takes any proceedings in respect of trust currently encumbering the Building. Upon request Premises or the Leased Property (including taking possession, foreclosure or power of Landlordsale) as a result of the occurrence of a default under the Secured Loan Documents, Tenant willshall attorn and be bound to such Secured Party or a Subsequent Owner under all of the terms of this Lease for the balance of the Term thereof remaining, including any renewals and/or extensions, with the same force and effect as if Secured Party or a Subsequent Owner were the landlord under this Lease, and Tenant hereby attorns to Secured Party or a Subsequent Owner as landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Secured Party or a Subsequent Owner taking possession or control of the Premises or foreclosing under the Secured Loan Documents or otherwise becoming the permittee of the Premises or the owner of the Leased Property, but in writing, subordinate its rights hereunder each case subject to any conditions or restrictions imposed under or pursuant to the lien Ground Lease. If Secured Party exercises a power of any mortgagesale as a result of the occurrence of a default under the Secured Loan Documents, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, Tenant shall attorn and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory bound to the parties not Subsequent Owner pursuant to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under all of the terms of this Lease for the balance of the Term hereof remaining, including any mortgage renewals and extensions, with the same force and effect as if the Subsequent Owner were the landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or dead Tenant, immediately upon the Subsequent Owner taking possession of trust made by Landlord covering the Premises. Tenant also agrees, however, to execute and deliver at any time and from time to time, upon the request of Secured Party or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Secured Party or such Subsequent Owner may be necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Lease. Further, but subject to Section 11.2D below, from and after any such attornment, Secured Party or such a Subsequent Owner shall be bound to Tenant under all of the terms, covenants and conditions of this Lease and Tenant shall not be disturbed in its rights to use and occupancy under the terms of this Lease; provided, however, that Secured Party or such Subsequent Owner shall not be: (i) liable for any action or omission of, or any payment required to be made by, any prior landlord (including Landlord); (ii) bound by any rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord); (iii) liable for the return or application of any security deposits unless Landlord actually delivers such deposits to Secured Party; (iv) liable for the cost of any Improvements which are Landlord’s responsibility; (v) bound by any termination, surrender or amendment or modification of this Lease made without Secured Party’s written consent; or (vi) subject to any offsets or deficiencies, which Tenant might be entitled to assert against any prior landlord (including Landlord). D. Notwithstanding the foregoing or anything else contained herein or elsewhere, Tenant shall attorn to acknowledges and agrees that if Tenant is in default under this Lease and there is a foreclosure of the purchaser at any such foreclosureSecurity Instrument (or a deed, vesting order or to the grantee of a deed other conveyance in lieu of foreclosure), and recognize or other exercise by such purchaser Secured Party (or grantee as Landlord under this its successor or assign) of its rights or remedies in connection with which title or possession of the Ground Lease provided such party agrees in writing in a form reasonably satisfactory or the Leased Property, or any portion thereof is transferred to the parties not Secured Party (or its designee) or to disturb Tenant's possession so long a purchaser at foreclosure or to a subsequent purchaser from the Secured Party (or from its designee) (all of the foregoing shall collectively be referred to as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder“Subsequent Owners”), this Lease may or may not be terminated in the Secured Party’s or the Subsequent Owner’s Sole Discretion. If the Secured Party or the Subsequent Owner elects to terminate this Lease, Tenant shall remain first assign all of its right, title and interest in full force any subleases to the Secured Party or Subsequent Owner at no cost to the Secured Party or Subsequent Owner and effect for comply with the full term hereunderbalance of this Lease.

Subordination and Attornment. Landlord hereby represents This Lease and warrants the Tenant's rights under this Lease are subject and subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, 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 hereafter at any subsequent time affects any Parcel of Property, Theatre Improvement or Unit of Equipment or any interest of the Landlord in force against any Parcel of Property, Theatre Improvement or Unit of Equipment or the PremisesLandlord'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 mortgages and other encumbrances on the interest of a Site Landlord under its Site Lease or in and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees estate of such Site Landlord in writing in a form reasonably satisfactory and to the parties not 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 disturb Tenant's possession in effect it. Nevertheless, the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute will execute, acknowledge and return deliver to Landlord the Landlord, at any such subordination documents time and from time to time, within ten (10) business days of Business Days following written demand by the Landlord's written request. If Tenant does not provide , documents reasonably requested by the Landlord, any Site Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event or underlying lessor or any proceedings are brought for foreclosuremortgagee, or any holder of a deed of trust or other instrument described in this paragraph, to confirm or effect the event 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 the power of sale its rights under any mortgage ground lease or dead 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 payment of Basic Rent, Additional Rent or any other amount payable hereunder for more than one month in advance, or (ii) any amendment or modification of this Lease made by thereafter without its written consent, or (iii) any claim against the Landlord covering the Premises, Tenant shall attorn arising prior to the purchaser at any date that the successor succeeded to the Landlord's interest (except to the extent such foreclosureclaim relates to a condition or circumstance which continues to exist thereafter), or (iv) any claim or offset of Basic Rent, Additional Rent or any other amount owing hereunder against the Landlord (except to the grantee of extent such claim or offset relates to a deed in lieu of foreclosurecondition or circumstance which continues to exist thereafter but then, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant such party is not in default hereunder past any applicable notice and cure period. The provisions an Affiliate of this Article Landlord, only as to the contrary notwithstandingtime period following such party's succession to the interest of landlord hereunder). Upon request by the successor and without cost to the Landlord or the successor, the Tenant will execute, acknowledge and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for deliver reasonable documents confirming the full term hereunderattornment.

Subordination and Attornment. Landlord hereby represents and warrants This Lease shall be subordinate to Tenant that there are no mortgages any mortgage or deeds deed of trust currently encumbering now existing or hereafter placed upon the Building. Upon request Land, the Building or the Premises, created by or at the instance of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to any and all advance made or hereafter advances to be made upon the security thereunder and to interest thereon and all modifications, renewals and replacements or extensions thereof provided ("Landlord's Mortgage"); provided, however, that the holder thereof agrees of any Landlord's Mortgage or any person or persons purchasing or otherwise acquiring the Land, Building or Premises at any sale or other proceeding under any Landlord's Mortgage may elect to continue this Lease in writing full force and effect and, in such event, Tenant shall attorn to such person or persons. Notwithstanding the foregoing, if a form reasonably satisfactory lender requires that the Lease be subordinate to any mortgage recorded after the parties not date of the Lease affecting the Property, the Lease shall be subordinate to disturb such mortgage if Landlord first obtains from such lender a written statement providing that so long as Tenant performs its obligations under the Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or procedures, taken under the mortgage, shall affect Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosurerights under this Lease. Tenant shall execute execute, acknowledge and return deliver documents which the Holder of any Landlord's Mortgage may require to Landlord any such subordination documents effectuate the provisions of this Section 20 within ten (10) business days of the date of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofrequest therefor. In the event of any proceedings are brought for foreclosure, transfer of Landlord's interest in the Premises or in the event Property, other than a transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the exercise part of Landlord accruing from and after the power date of sale under such transfer and such transferee shall have no obligation or liability with respect to any mortgage matter occurring or dead arising prior to the date of trust made by Landlord covering the Premisessuch transfer, except for any Security Deposit held. Tenant shall agrees to attorn to the purchaser at any such foreclosuretransferee, or to the grantee provided transferee assumes all of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb TenantLandlord's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderresponsibilities.

Subordination and Attornment. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord hereby represents and warrants to Tenant that there are no mortgages or deeds any mortgagee or beneficiary with a mortgage deed or deed of trust currently encumbering the Building. Upon request Property or any portion thereof, or any lessor of Landlorda ground or underlying lease with respect to the Property or any portion thereof (any such mortgagee, Tenant willbeneficiary or lessor, in writinga “Holder”), this Lease will be subject and subordinate its rights hereunder to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Property; (ii) the lien of any mortgage, deed or deed of trust which may now exist or hereafter be executed for which the Property or any portion thereof; (iii) all past and future advances made under any such mortgages, deeds or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground lease or underlying lease leases, master leases, mortgages, deed 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 force against any of said items. Notwithstanding the Premisesforegoing, and Landlord reserves the right to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord subordinate any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord Security Documents to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofthis Lease. In the event of any proceedings are brought for foreclosuretermination 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 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 exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee Property will not be disturbed as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so 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 past in the event of any applicable notice 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 covenants and cure period. The provisions 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 Article Lease and Tenant’s agreement to the contrary notwithstandingattorn with respect to any such Security Document; provided, and so long as Tenant is not in default hereunderhowever, (aa) any such agreement subordinating this Lease to such lease, mortgage or deed of trust shall remain contain a nondisturbance provision in full force the standard form of such Holder; and effect for (bb) Landlord agrees that, in connection (and contemporaneously) with Landlord’s placing of debt on the full term hereunderProperty, Landlord shall obtain and deliver a Subordination and Non-Disturbance Agreement, as it relates to this Lease, from Landlord’s lender in the form reasonably required by such lender.

Subordination and Attornment. Landlord hereby represents This Lease is subject and warrants subordinate to Tenant that there are no mortgages all Mortgages now or deeds of trust currently encumbering 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. Upon 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 Landlordany such Lender or any purchaser at such foreclosure sale, Tenant willto 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, in writingno Lender shall be: (i) liable for any act or omission of Lessor, subordinate its rights hereunder or subject to any offsets or defenses which Lessee might have against Lessor (prior to such Lender becoming Lessor under such attornment), (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such Lender, or (iii) bound by any future modification of this Lease not consented to by such Lender. Any Lender may elect to make this Lease prior to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premisesits Mortgage, and if the Lender under any prior Mortgage shall require, this Lease shall be prior to all advance made or hereafter any subordinate Mortgage; such elections shall be effective upon written notice to be made Lessee. Lessee agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Lessee upon the security thereof Lessor, provided the holder thereof agrees that prior to such notice Lessee has been notified in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event (by way of service on Lessee of a foreclosure copy of an assignment of leases, or deed-in-lieu otherwise) of foreclosurethe name and address of such Lender. Tenant Lessee further agrees that if Lessor shall execute and return have failed to Landlord cure such default within the time permitted Lessor for cure under this Lease, any such subordination documents within ten Lender whose address has been so provided to Lessee shall have an additional period of thirty (1030) business days of Landlordin which to cure (or such additional time as may be required due to causes beyond such Lender's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestcontrol, then Tenant hereby authorizes Landlord including time to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event obtain possession of the exercise of the Building by power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, judicial action or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period). The provisions of this Article shall be self-operative; however, Lessee shall execute such documentation as Lessor or any Lender may request from time to time in order to confirm the contrary notwithstandingmatters set forth in this Article in recordable form. To the extent not expressly prohibited by Law, and so long as Tenant is not in default hereunder, 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 shall remain in full force 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 effect for attornment as reasonably may be required by the full term hereunderholder of any mortgage or deed of trust on the building.

Subordination and Attornment. Landlord hereby represents and warrants Subject to Landlord's delivery to Tenant that there are no mortgages or deeds of trust currently encumbering a subordination, non-disturbance and attornment agreement in the Building. Upon request form of Landlordattached EXHIBIT F, Tenant will, in writing, subordinate its rights hereunder this Lease shall be subject and subordinated at all times to the lien terms of any mortgage, deed of trust, each and every ground lease or underlying lease which now exists or may hereafter be executed affecting the Premises under which Landlord shall claim, and to the liens of each and every mortgage and deed of trust in any amount or amounts whatsoever now or hereafter in force against existing encumbering the Premises, Building or the Park, and to all advance made modifications, renewals and replacements thereto without the necessity of having further instruments executed by Tenant to effect such subordination. Tenant, upon demand, shall further evidence its subordination by executing a subordination and attornment agreement in form and substance acceptable to Landlord and its mortgagee or hereafter to be made upon ground lessor, which subordination and attornment agreement may provide, at the security thereof provided option of such mortgagee or ground lessor, that so long as no default or event which with the holder thereof agrees passing of time or giving of notice would constitute a default exists under this Lease, the peaceable possession of Tenant in writing in a form reasonably satisfactory and to the parties Premises for the Term shall not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or be disturbed in the event of the exercise foreclosure of the power of sale under any subject mortgage or dead termination of trust made by Landlord covering the subject ground or underlying lease affecting the Premises. If Landlord's interest in the Building and/or Park is acquired by any ground lessor, mortgagee, or purchaser at a foreclosure sale or transfer in lieu thereof, Tenant shall attorn to the purchaser at any such foreclosuretransferee of or successor to Landlord's interest in the Lease, Premises, Building or to the grantee of a deed in lieu of foreclosure, Park and recognize such purchaser transferee or grantee successor as Landlord under this Lease provided Lease. Notwithstanding the foregoing, any mortgagee under any mortgage shall have the right at any time to subordinate any such party agrees in writing in a form reasonably satisfactory mortgage to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain on such terms and subject to such conditions as the mortgagee in full force and effect for the full term hereunderits discretion may consider appropriate.

Subordination and Attornment. Landlord hereby represents 22.1 This Lease shall become subject and warrants subordinate to Tenant that there are no mortgages any existing or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any future mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premisestrust (including all advances made thereunder), and to all advance made amendments, renewals, replacements, or hereafter restatements thereof (or other monetary encumbrance or ground lease) (hereinafter collectively “Mortgage”) of the Premises or all or any portion of or interest in the Real Property and any renewals, modifications, replacements or extensions thereof, only if and 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 be made upon Exhibit I, terms that do not materially increase Tenant’s costs or risk under the security thereof provided 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 by the holder thereof agrees (hereinafter the “Mortgagee”) stating whether or not Tenant is then in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten providing that: (10a) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past after the expiration of any applicable notice and cure grace period. The , the Term of this Lease shall not be terminated or modified in any respect whatsoever except in accordance with the express provisions hereof nor shall the rights or remedies of Tenant hereunder (except as qualified in the SNDA) or its use or occupancy of the Real Property 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 insurance shall be applied in the manner provided in this Lease; (c) 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 Article Lease) or otherwise affected by foreclosure or enforcement of, any rights given to any Mortgagee pursuant to the contrary notwithstandingterms, covenants or conditions contained therein or in any other documents held by such Mortgagee or otherwise 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. 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 Mortgage and deliver to Tenant the aforesaid agreement as a condition to the Effective Date. 22.2 The parties may request additional commercially reasonable terms and conditions in the SNDA, and the exact language set forth herein may be modified so long as Tenant it does not change the intention of the parties and is not approved by each party in default hereunderits reasonable discretion. Without limiting the foregoing, each party agrees that a SNDA in the form attached hereto as Exhibit I will satisfy all requirements of this Section 22. If the holder of any Mortgage requires that this Lease shall remain in full force have priority over such Mortgage, Tenant shall, upon request of such Mortgagee, execute, acknowledge and effect for deliver to such Mortgagee an agreement acknowledging such priority. 22.3 Subject to the full term hereunderterms of this Section 22, Tenant hereby attorns to all successor owners of the Building, whether such ownership is acquired by sale, foreclosure of a Mortgage, or otherwise.

Subordination and Attornment. Landlord hereby represents This Lease is subject and warrants subordinate to Tenant that there are no mortgages or the liens of all mortgages, deeds of trust currently encumbering and other security instruments now or hereafter placed upon the Building. Upon request of Building or the Property or any portion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed deeds of trust, other security instruments, and ground lease or underlying lease now or hereafter in force against leases being hereinafter referred to as "Mortgages" and the Premisesmortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called "Mortgagees"), and to any and all advance made renewals, extensions, modifications, or hereafter to be made upon refinancings thereof, without any further act of the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure . If requested by Landlord, however, Tenant shall promptly execute any certificate or deed-in-lieu of foreclosureother document confirming such subordination. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestagrees that, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event if any proceedings are brought for foreclosure, or in the event foreclosure of any of the exercise of Mortgages, Tenant, if requested to do so by the power of sale under any mortgage or dead of trust made by Landlord covering purchaser at the Premisesforeclosure sale, Tenant shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without any deduction or 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 such foreclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, any Mortgagee may at any such foreclosure, or time subordinate the lien of its Mortgages to the grantee operation and effect of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to without obtaining the parties not to disturb Tenant's possession so long as consent thereto, by giving the Tenant is not written notice thereof, in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, which event this Lease shall remain 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 full force and effect connection with obtaining financing for the full term 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 Premises, or increase the amount of Annual Basic Rent and Additional Rent payable hereunder. 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 such agreement.

Subordination and Attornment. Landlord hereby represents This Lease is subject and warrants subordinate to Tenant that there are no mortgages or the liens of all mortgages, deeds of trust currently encumbering and other security instruments now or hereafter placed upon the Building. Upon request of Building or the Property or any portion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed deeds of trust, other security instruments, and ground lease or underlying lease now or hereafter in force against leases being hereinafter referred to as "Mortgages" and the Premisesmortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called "Mortgagees"), and to any and all advance made renewals, extensions, modifications, or hereafter to be made upon refinancings thereof, without any further act of the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure . If requested by Landlord, however, Tenant shall promptly execute any certificate or deed-in-lieu of foreclosureother document confirming such subordination. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestagrees that, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event if any proceedings are brought for foreclosure, or in the event foreclosure of any of the exercise of Mortgages, Tenant, if requested to do so by the power of sale under any mortgage or dead of trust made by Landlord covering purchaser at the Premisesforeclosure sale, Tenant shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without any deduction or 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 such foreclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, any Mortgagee may at any such foreclosure, or time subordinate the lien of its Mortgages to the grantee operation and effect of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to without obtaining the parties not to disturb Tenant's possession so long as consent thereto, by giving the Tenant is not written notice thereof, in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, which event this Lease shall remain 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 full force and effect connection with obtaining financing for the full term 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 Premises, or increase the amount of Annual Basic Rent and Additional Rent payable hereunder.

Subordination and Attornment. Landlord hereby represents 30.1 This Lease, and warrants all rights of Tenant hereunder, are, and shall continue to Tenant that there are no mortgages or deeds be, subject and subordinate in all respects to: (a) all ground leases, overriding leases and underlying leases of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to Land and/or the lien of any mortgage, deed of trust, ground lease or underlying lease Building now or hereafter in force against existing; (b) all mortgages that may now or hereafter affect the PremisesLand, the Building and/or any of such leases, whether or not such mortgages shall also cover other land and/or buildings; (c) each and to all every advance made or hereafter to be made upon under such mortgages; (d) all renewals, modifications, replacements and extensions of such leases and such mortgages; and (e) all spreaders and consolidations of such mortgages. The leases to which this Lease is, at the security thereof provided time referred to, subject and subordinate pursuant to this Article are herein sometimes called “superior leases,” the mortgages to which this lease is, at the time referred to, subject and subordinate are herein sometimes called “superior mortgages,” the lessor of a superior lease or its successor in interest at the time referred to is sometimes herein called a “lessor” and the mortgagee under a superior mortgage or its successor in interest at the time referred to is sometimes herein called a “mortgagee.” 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 thereof agrees in writing in of a form reasonably satisfactory mortgage shall elect for this Lease to be superior to the parties not lien of its mortgage and shall give written notice thereof to disturb Tenant's possession in , then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the event date of a foreclosure said mortgage or deed-in-lieu the date of foreclosurerecording thereof. Tenant shall agrees to execute and return such reasonable documents as may be further required to Landlord any evidence such subordination documents or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be, and Tenant’s failure to do so within ten (10) business days after written demand shall, if Landlord so elects, constitute an Event of Landlord's written requestDefault. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord attorns to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event all successor owners of the exercise Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. 30.2 If the power lessor of sale a superior lease or the mortgagee of a superior mortgage shall succeed to the rights of Landlord under any mortgage this Lease, whether through possession or dead foreclosure action or delivery of trust made by Landlord covering a new lease or deed, then, at the Premisesrequest of such party so succeeding to Landlord’s rights (hereinafter sometimes called a “successor landlord”), and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee successor landlord as Landlord Tenant’s landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstandingLease, and so long as Tenant is not in default hereunder, shall promptly execute and deliver any instrument such successor landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall remain continue in full force and effect as, or as if it were, a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment, except such successor landlord shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease unless it is of a continuing nature and continues after successor landlord is given written notice thereof and has a reasonable opportunity to cure the same after taking possession of the Property, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless such money has been delivered to and received by the successor landlord, (c) subject to any defenses, counterclaims, abatements or offsets that theretofore accrued to Tenant against Landlord except to the extent the basis of such counterclaim, abatement or offset is of a continuing nature and continues after successor landlord is given written thereof and has a reasonable opportunity to cure the same after taking possession of the Property, (d) bound by any amendments, terminations or modifications of this Lease subsequent to such superior lease or superior mortgage, or by any previous prepayment of fixed rent for more than one (1) month (excluding the rent abatement provided for in this Lease), which was not approved in writing by the mortgagee of such superior mortgage or lessor of the superior lease, as applicable, (e) liable to the Tenant beyond the successor landlord’s interest in the Project, (f) responsible for the full performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (g) required to remove any person occupying the Premises or any part thereof. 30.3 This Lease may not be modified or amended so as to reduce the Base Rent and/or Additional Rent, shorten the Term, or otherwise materially affect the rights of Landlord hereunder, or be canceled or surrendered, without the prior written consent in each instance of the ground lessors and of any superior mortgagees whose mortgages shall require such consent. Any such modification, agreement, cancellation or surrender made without such prior written consent shall be null and void. 30.4 Tenant agrees if this Lease expires or is terminated or canceled for any reason or by any means whatsoever by reason of a default under a ground lease or mortgage, and the ground lessor or mortgagee so elects by written notice to Tenant, this Lease shall automatically be reinstated for the balance of the term hereunderthat would have remained but for such termination, expiration or cancellation, at the same rental, and upon the same agreements, covenants, conditions, restrictions and provisions herein contained, with the same force and effect as if no such termination, expiration or cancellation had taken place. Tenant covenants to execute and deliver any instrument required to confirm the validity of the foregoing. 30.5 Tenant shall, at such time or times as Landlord may request, upon not less than fifteen (15) days’ prior written request by Landlord, sign and deliver to Landlord an estoppel certificate, which shall be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain such other information and agreements as may be reasonably 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 the Project, or a holder or prospective holder of any mortgage encumbering the Project, or any portion thereof. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event 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 an estoppel certificate. 30.6 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project. Landlord agrees not to request copies of financial statements more often than once in every twelve-month period, unless required in connection with a proposed sale or financing. Notwithstanding the foregoing, if (i) Tenant is required to file reports under the Securities Exchange Act of 1934, as amended, (ii) Tenant is current in its reporting obligations thereunder, and (iii) the reports required by such act are available to the public, including Landlord, then Tenant shall not be obligated to provide Landlord with financial statements pursuant to this Section 30.6. 30.7 Tenant acknowledges that Landlord is relying on the Statements previously delivered by Tenant to Landlord in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the date of submission of any Statements to Landlord.

Subordination and Attornment. Landlord hereby represents and warrants (a) Except to Tenant the extent that there are no mortgages Landlord’s mortgagee (or deeds of trust currently encumbering lessor under a ground lease) elects to make the Building. Upon request of LandlordLease senior to the mortgage (or ground lease) pursuant to Section 25(b), Tenant will, in writing, agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may hereafter be in effect regarding the Project or any component thereof, to any mortgage now or hereafter in force against encumbering the PremisesPremises or the Project or any component thereof, and to all advance advances made or hereafter to be made upon the security thereof provided the holder thereof agrees of such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, upon request of any party in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant interest, shall execute and return to Landlord any such subordination documents within ten (10) business days Business Days 39 of Landlord's written requestrequest by Landlord such instrument or certificates as may be reasonably required to carry out the intent hereof (including a Future SNDA (as defined below)), whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. If Landlord or its mortgagee requests the same, Tenant does not provide Landlord with such subordination documents agrees to execute, acknowledge and deliver within ten (10) business days Business Days following demand a subordination, non-disturbance and attornment agreement (including a Future SNDA) evidencing such subordination of this Lease to the lien of the mortgage or lease. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's written request’s interest in the Premises or the Buildings pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant hereunder. (b) If any mortgagee or lessor under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then Tenant hereby authorizes Landlord this Lease shall be superior to execute such subordination documents acting mortgage or lease, as duly authorized agent for Tenant provided the same is not inconsistent case may be. The term “mortgage”, as used in this Lease, includes any deed of trust, deed to secure debt, or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term “mortgagee”, as used in this Lease, refers to the terms hereof. holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any mortgage or dead of trust made by Landlord covering the PremisesPremises or the Project, Tenant or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant, at the election of Landlord or its transferee or purchaser at foreclosure or other legal proceedings, shall attorn to the transferee or purchaser at any such foreclosureforeclosure or under power of sale, or to the grantee lessor of a deed in lieu of foreclosureLandlord upon such lease termination, as the case may be (sometimes hereinafter called “such person”), without any deductions or off set whatsoever, and shall recognize and be bound and obligated hereunder to such purchaser or grantee person as the Landlord under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such person. Tenant’s obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. (d) Notwithstanding the foregoing to the contrary, a condition precedent to the subordination of this Lease to any future mortgage (or ground lease) (a "Future Mortgage/Primary Lease") is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (a "Future SNDA") from the Landlord's mortgagee under such Future Mortgage/Primary Lease, which Future SNDA shall provide that Tenant's use and occupancy of the Premises on all the terms and conditions of this Lease shall not be disturbed by such Landlord's mortgagee under such Future Mortgage/Primary Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any under this Lease beyond all applicable notice and cure periodperiods. The provisions parties agree that any Future SNDA shall provide that Landlord's mortgagee under such Future Mortgage/Primary Lease shall not be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Article Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to the contrary notwithstanding, and so long as Tenant is not in default hereunder, cure any defaults under this Lease of any prior landlord (including Landlord); provided, however, that such person shall remain in full force be responsible for ongoing maintenance and effect repair obligations of the Landlord; (iv) liable for the full term hereunderany act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease.

Subordination and Attornment. Landlord hereby represents 33.1 This Lease shall be subject and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trusttrust or lease in which Landlord is tenant, ground lease or underlying lease now or hereafter in force against the Demised Premises, and to all advance advances made or hereafter to 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; provided the holder thereof agrees in writing of any such mortgage, deed of trust or lease executes, acknowledges and delivers to Tenant a non-disturbance agreement (in a form torn reasonably satisfactory to Tenant) providing that so long as Tenant performs all of its obligations under the parties Lease, Tenant’s quiet enjoyment and use of the Demised Premises shall not to disturb Tenant's possession in be disturbed. 33.2 Notwithstanding the event of a foreclosure or deed-in-lieu of foreclosure. foregoing, Tenant shall execute and return deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to Landlord the lien of any such subordination documents within ten (10) business days mortgages, deeds of trust or leases in which Landlord is tenant as may be required reasonably by Landlord's written ’s lender. However, if any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage or deed of trust upon or including the Demised Premises, regardless of date, and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. . 33.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead deed of trust made by Landlord covering the Demised Premises, Tenant shall shall, at the election of purchaser at such foreclosure or sale, attorn to the such purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as the Landlord under this Lease provided such party agrees Lease. 33.4 If Landlord obtains a loan commitment from a lender for the financing or refinancing of the Demised Premises, and said loan commitment requires same amendment(s) to this Lease, then Tenant, shall cooperate with Landlord in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession executing said amendment(s), so long as the amendment(s) do not materially adversely affect any of the material rights or obligations of Tenant is not in default hereunder past any applicable notice and cure period. The provisions of under this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderLease.

Subordination and Attornment. Landlord Tenant hereby represents and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate subordinates its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease leases, any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the Premisesproperty and Project of which the Premises are a part, upon the Common Areas and any buildings hereafter placed upon the Property of which the Premises are a part, and to all advance advances made or hereafter to be made upon the security thereof provided the holder thereof thereof. This Section shall be self-operative and no further instrument of subordination shall be required by any mortgagee, but Tenant agrees in writing in a form reasonably satisfactory upon request of Landlord, from time to the parties not time, to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall promptly (but within fifteen (15) days) execute and return deliver any and all documents evidencing such subordination, and failure to do so within an additional five (5) days after notice of such failure, shall constitute a default under this Lease. Landlord any agrees to obtain a commercially reasonable non-disturbance provision in favor of Tenant in connection with such subordination documents within ten (10) business days of Landlord's written request. If In addition, Landlord agrees to obtain a commercially reasonable non-disturbance agreement in favor of Tenant does not provide Landlord with such subordination documents within ten (10) business days from any future or existing mortgagee or superior landlord of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofProject. In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any mortgage or dead of trust made by the Landlord covering the PremisesPremises or Common Areas, or in the event a deed is given in lieu of foreclosure of any such mortgage, Tenant shall attorn to the purchaser at any such foreclosurepurchaser, or to the grantee of a deed in lieu of foreclosure, upon any such foreclosure or sale and recognize such purchaser purchaser, or grantee in lieu of foreclosure, as the Landlord under this Lease and said party shall assume the obligations of Landlord provided such party agrees in writing in a form reasonably satisfactory that Tenant’s occupancy hereunder shall not be disturbed. Tenant shall not enter into, execute or deliver any financing agreement that can be considered as having priority to any mortgage or deed of trust that Landlord may have placed upon the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderPremises.

Subordination and Attornment. Landlord hereby represents (a) This Lease is subject and warrants subordinate to Tenant that there are no mortgages all present and future ground or deeds underlying leases of trust currently encumbering the Building. Upon request of Project any portion thereof and Landlord, Tenant will, in writing, subordinate its rights hereunder ’s interest therein and to the lien of any mortgagemortgages or trust deeds, deed of trust, ground lease or underlying lease now or and hereafter in force against the PremisesProject or any portion thereof or Landlord’s interest therein, and to all advance renewals, extensions, modifications, consolidation and replacements thereof, and to all advances made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure such mortgages or deed-in-lieu of foreclosuretrust deeds. Tenant shall at Landlord’s request execute and return such further instruments or assurances as Landlord may reasonably deem necessary to Landlord evidence or confirm the subordination of this Lease to any such subordination documents within ten mortgages, trust deeds, ground leases or underlying leases. (10b) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise sale, transfer or assignment of Landlord’s interest in all or any portion of the power of sale under any mortgage or dead of trust made by Landlord covering the PremisesProject, Tenant shall attorn to the respective transferee, assignee or purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee party as Landlord under this Lease provided Lease. In the event any mortgagee or ground lessor shall succeed to the right of Landlord, then on the request of such party agrees in writing in a form reasonably satisfactory succeeding to the parties not Landlord’s right (“Successor Landlord”) and upon such Successor Landlord’s agreement to disturb accept Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder’s attornment, this Lease shall remain continue in full force and effect as a direct lease between the Successor Landlord and Tenant on the same terms and conditions, except that the Successor Landlord will not be: (i) liable for any previous act or omission of Landlord or its predecessors in interest; (ii) responsible for any monies owing by Landlord to the full term credit of Tenant; (iii) subject to any credit, offset, claims, counterclaims, demands or defenses which Tenant may have against Landlord or its predecessors in interest; (iv) bound by any payment of Advance Rental, Base Annual Rent, Common Area Expenses, or Additional Charges which Tenant shall have made more than one (1) month in advance; (v) bound by any covenants or undertakings to complete construction of the Demised Premises; (vi) required to account for any security deposit other than the Security Deposit actually delivered to the Successor Landlord; (vii) bound by any obligation to make payment to Tenant or subject to any credit, except for services, repairs, maintenance and restorations provided under this Lease to be performed after the date of attornment and which landlords of first-class office buildings similar to the Project and located in the Palm Beach Gardens metropolitan area perform in their commercially reasonable judgment at their expense; or (viii) bound by any modification of this Lease made without the consent of the Successor Landlord. (c) Notwithstanding the foregoing, Tenant’s agreement to subordinate this Lease is subject to the express condition that so long as Tenant shall be current and in good standing in its obligations under this Lease, such mortgagees shall recognize Tenant and its rights under this Lease. Tenant agrees that it will execute: (i) a legally binding document with a mortgagee, in form acceptable to Landlord in its commercially reasonable judgment, confirming the provisions of this Section 20.01, and (ii) a subordination and non-disturbance agreement with any mortgagee in substantially the form required by such mortgagee. In the event Tenant, within ten (10) days after submission of any instrument contemplated by this Section 20.01(c), fails to execute the same, Landlord, in addition to any other remedy Landlord may have hereunder, in law or in equity for a default hereunder, is hereby authorized to execute the same as attorney-in-fact for Tenant.

Subordination and Attornment. (a) Provided Landlord hereby represents obtains for the benefit of Tenant from Landlord's mortgagee or ground lessor such mortgagee's or ground lessor's standard nondisturbance agreement reasonably acceptable to Tenant, this Lease is and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, shall remain subject and subordinate its rights hereunder to the lien of any mortgage, deed and all current and future first mortgages and/or any ground leases (which term "mortgages" shall include both construction and permanent financing and shall include deeds of trust, ground lease trust and similar security instruments) which may now encumber the Complex or underlying lease now or hereafter in force against the Premisesland on which the Complex is located, and to all advance made and any renewals, extensions, modifications, consolidations, recastings or hereafter refinancings thereof. At any time after the execution of this Lease, the holder of any mortgage to which this Lease is subordinate shall have the right to declare this Lease to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory superior to the parties not lien of such mortgage, and Tenant agrees to disturb Tenant's possession execute all documents required by such holder in confirmation thereof. (b) In the event that Tenant should fail to execute any instrument of a foreclosure or deed-in-lieu of foreclosure. nondisturbance and subordination herein required to be executed by Tenant shall execute and return to Landlord any such subordination documents within ten fifteen (1015) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestdemand, then Tenant hereby authorizes irrevocably constitutes Landlord as its attorney-in-fact to 110 execute such subordination documents acting as duly authorized agent for Tenant provided the same instrument in Tenant's name, place and stead, it being agreed that such power is not inconsistent one coupled with the terms hereof. an interest. (c) In the event any proceedings are brought for foreclosure, or in the event foreclosure of the exercise of the power of sale under any mortgage encumbering the Complex or dead the termination of trust made by Landlord covering any ground lease affecting the PremisesComplex, Tenant shall attorn to the purchaser at such foreclosure sale or any ground lessor, as the case may be, if requested to do so by such party, and shall recognize such party as the Landlord, under this Lease, and Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event any such foreclosureforeclosure proceeding is prosecuted or completed. (d) Landlord represents and warrants to Tenant that Landlord owns the Complex in fee simple and as of the date of the execution and delivery of this Lease, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant Complex is not in default hereunder past encumbered by a ground lease or the lien of any applicable notice and cure period. The provisions mortgage or deed of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereundertrust.

Subordination and Attornment. Landlord hereby represents (a) If any holder of a mortgage or holder of a ground lease of property which includes the Premises shall so elect, the interest of Tenant hereunder shall be subordinate to the rights of such holder, provided that such holder shall agree to recognize in writing the rights of Tenant under this Lease upon the terms and warrants conditions set forth herein, and the performance by Tenant of Tenant's obligations hereunder (but without any assumption by such holder of Landlord's obligations under this Lease); or (b) If any holder of a mortgage or holder of a ground lease of property which includes the Premises shall so elect, this Lease, and the rights of Tenant hereunder, shall be superior in right to the rights of such holder, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. (c) Within thirty (30) days of the date of this Lease, Tenant that there are no mortgages and the holder of any mortgage or deeds deed of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against affecting the Premises, or the lessor under any ground lease affecting the Premises, shall execute and deliver to all advance made each other an attornment agreement providing that Tenant shall attorn to such holder or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession lessor in the event of a foreclosure of such mortgage or deed-in-deed of trust or transfer in lieu thereof or a termination of foreclosuresuch ground lease and incorporating such other terms and conditions as such party may reasonably require, provided that such agreement includes an agreement by such other party to recognize the rights of Tenant under this Lease and not disturb Tenant's rights hereunder. Tenant shall execute and return The Landlord agrees to Landlord use reasonable efforts to have the holder of any such subordination documents within ten (10) business days mortgage or deed of Landlord's written request. If Tenant does not provide Landlord with trust that may become prior to this Lease, and any such subordination documents within ten (10) business days of Landlord's written requestground lessor, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent case may be, enter into its usual nondisturbance agreement with the terms hereof. In the event any proceedings are brought for foreclosureTenant, or in lieu thereof provide the Tenant with an agreement by the terms of which such holder or ground lessor agrees to recognize the rights of the Tenant under this Lease in the event of the exercise foreclosure of the power of sale under any such mortgage or dead deed of trust made by Landlord covering the Premisesor termination of such ground lease, Tenant shall attorn to the purchaser at any such foreclosurerespectively, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, . (d) Tenant agrees on request of Landlord to execute and deliver from time to time any instrument that Landlord may reasonably deem necessary to implement the provisions of this Lease shall remain in full force and effect for the full term hereunderSection 16.1.

Subordination and Attornment. Landlord hereby represents This Lease is subject and warrants subordinate to Tenant that there are no mortgages or the liens of all mortgages, deeds of trust currently encumbering and other security instruments now or hereafter placed upon the Building. Upon request of Building or the Property or any portion thereof and all ground and other underlying leases from which Landlord’s interest is derived (said mortgages, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed deeds of trust, other security instruments, and ground lease or underlying lease now or hereafter in force against leases being hereinafter referred to as “Mortgages” and the Premisesmortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called “Mortgagees”), and to any and all advance made renewals, extensions, modifications, or hereafter to be made upon refinancings thereof, without any further act of the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure . If requested by Landlord, however, Tenant shall promptly execute any certificate or deed-in-lieu of foreclosureother document confirming such subordination. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestagrees that, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event if any proceedings are brought for foreclosure, or in the event foreclosure of any of the exercise of Mortgages, Tenant, if requested to do so by the power of sale under any mortgage or dead of trust made by Landlord covering purchaser at the Premisesforeclosure sale, Tenant shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without any deduction or 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 such foreclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, any Mortgagee may at any such foreclosure, or time subordinate the lien of its Mortgages to the grantee operation and effect of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees without obtaining the Tenant’s consent thereto, by giving the Tenant written notice thereof, in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, which event this Lease shall remain 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 full force and effect connection with obtaining financing for the full term 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 Premises, or increase the amount of Annual Basic Rent Additional Rent payable hereunder.

Subordination and Attornment. Landlord hereby represents (a) This Lease, and warrants all rights of Tenant hereunder, are and shall be subject and subordinate in all respect to Tenant that there are no all present and future ground leases, overriding leases and underlying leases and/or grants of term of the land and/or the Building or the Building Complex now or hereafter existing and to all mortgages, deeds of trust and building loan agreements, including leasehold mortgages, deeds of trust and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such mortgages or deeds of trust currently encumbering the Building. Upon request of Landlordshall also cover other lands or buildings, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, each and to all every advance made or hereafter to be made upon under such mortgages or deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages or deeds of trust. This Paragraph shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its sole cost and expense, an instrument consistent with this paragraph, in recordable form, if required by Landlord, the security thereof provided lessor of any such lease or the holder thereof agrees of any such mortgage or deed of trust, or any of their respective successors in writing in a form reasonably satisfactory interest. The leases to which this Lease is, at the parties not time referred to, subject and subordinate pursuant to disturb Tenant's possession in this Paragraph are hereinafter sometimes called “superior lease” and the event mortgages or deeds of trust to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called “superior mortgages”. The lessor of a superior lease or the beneficiary of a superior mortgage or their successors in interest are hereinafter sometimes collectively referred to as a “superior party”. It shall be a condition of the foregoing subordination that the superior party shall have agreed that so long as no default exists under this Lease which is continuing beyond the expiration of any applicable grace or cure period, (1) neither the holder nor the lessor shall name or join Tenant nor any “person” (as hereinafter defined) claiming through or under Tenant as a party defendant to any action for foreclosure or deed-in-lieu other enforcement of foreclosure. Tenant shall execute and return the remedies of the holder under the superior mortgage or the lessor under the superior lease (unless required by law as a condition precedent to Landlord commencing or proceeding with any such subordination documents within ten action or other enforcement proceeding); (10ii) business days the leasehold estate, possession and use of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent Premises in accordance with the terms hereofof the Lease and all other rights of Tenant (and any person claiming through or under Tenant) under the Lease shall not be interfered with, affected or disturbed in any way by reason of the subordination of the Lease to the superior mortgage or the superior lease, as the case may be, or any enforcement or the superior mortgage or any sale pursuant to the foreclosure of the superior mortgage or any deed or assignment in lieu of foreclosure or similar devise; and (iii) the Lease shall not be terminated by the holder or lessor in connection with, or by reason of, foreclosure or other proceedings for the enforcement of the superior mortgage or the superior lease, as the case may be, or by reason of a transfer of the Landlord’s interest under the Lease pursuant to the taking of a deed or assignment in lieu of foreclosure or similar device, or by reason of the termination or expiration of a superior mortgage or superior lease or any other enforcement proceedings with respect to any superior mortgage or superior lease, and the Lease shall be unaffected by any of the foregoing proceedings, provided however, this Lease may be terminated if a new Lease on the same terms and conditions of and having the same priority of lien as this Lease (or if not the same priority of lien, such different priority of lien shall not affect Tenant with respect to its occupancy of the Premises), is offered to Tenant and actually executed and delivered by such aforesaid holder or lessor. Landlord has obtained and delivered to Tenant for comment its current mortgagee’s form of a subordination agreement. (b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure) any default on the part of Landlord under this Lease and which cure period shall equal at least thirty (30) days after notice or such greater time if such superior party has commenced such cure and is diligently pursuing same to completion, any default on the part of Landlord under this Lease. (c) In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of the exercise of the power of sale under, any superior mortgage, Tenant hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to, such successor in interest and recognizes such successor as the Landlord under this Lease. (d) If the holder of any superior mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosurea ground lease, or to anyone claiming by, through or under such holder, shall become the grantee lessee under the ground lease as a result of foreclosure of the superior mortgage, or by reason of an assignment of the lessee’s interest under the ground lease and the giving of a deed to the Building or the Building Complex in lieu of foreclosure, and recognize there shall be no obligation on the part of such purchaser person succeeding to the interest of the lessee under the ground lease to comply with, observe or grantee perform any obligations as sublessor, tenant or landlord under any superior lease, nor shall Tenant look to such person for any security deposit delivered to Landlord pursuant to the provision of Paragraph 29 hereof unless said security deposit has actually been received by such parties as security for the performance by Tenant under this Lease. (e) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex, or of which the interest of the lessee therein under a superior lease, represents collateral in whole or in part, an institutional lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to Lease. (f) Landlord represents that, except for the parties not to disturb Tenant's possession so long mortgage existing as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of the date of this Article Lease with Flagstar, there are no mortgages, deeds of trust or superior leases presently affecting the Premises. Should the Landlord be deemed to have breached the contrary notwithstandingforegoing representation, Landlord’s liability shall extend only to taking such actions as may be required to cure such breach, or other steps to make the representation true, and so long Tenant shall not be entitled to any damages or abatement of Rent or other charges due under the Lease due to such misrepresentation, provided that Tenant shall in no event be legally dispossessed of the Premises as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereundera result thereof.

Subordination and Attornment. Landlord hereby represents and warrants This Lease shall be subordinate to Tenant that there are no mortgages any mortgage or deeds deed of trust currently encumbering now existing or hereafter placed upon the Building. Upon request Land, the Building or the Premises, created by or at the instance of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to any and all advance made or hereafter advances to be made upon the security thereunder and to interest thereon and all modifications, renewals and replacements or extensions thereof provided ("Landlord's Mortgage"); provided, however, that the holder thereof agrees of any Landlord's Mortgage or any person or persons purchasing or otherwise acquiring the Land, Building or Premises at any sale or other proceeding under any Landlord's Mortgage may elect to continue this Lease in writing full force and effect and, in such event, Tenant shall attorn to such person or persons. Notwithstanding the foregoing, if a form reasonably satisfactory lender requires that the Lease be subordinate to any mortgage recorded after the parties not date the Lease affecting the Property, the Lease shall be subordinate to disturb such mortgage if Landlord first obtains from such lender a written statement providing that so long as Tenant performs its obligations under the Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or procedures, taken under the mortgage, shall affect Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosurerights under this Lease. Tenant shall execute execute, acknowledge and return deliver documents which the Holder of any Landlord's Mortgage may require to Landlord any such subordination documents effectuate the provisions of this Section 20 within ten (10) business days of the date of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofrequest therefor. In the event of any proceedings are brought for foreclosure, transfer of Landlord's interest in the Premises or in the event Property, other than a transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the exercise part of Landlord accruing from and after the power date of sale under such transfer and such transferee shall have no obligation or liability with respect to any mortgage matter occurring or dead arising prior to the date of trust made by Landlord covering the Premises, such transfer. Tenant shall agrees to attorn to the purchaser at any such foreclosuretransferee, or to the grantee provided transferee assumes all of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb TenantLandlord's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderresponsibilities.

Subordination and Attornment. Landlord hereby represents This Lease is subject and warrants subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to (i) the lien of any mortgage, deed of trust, ground lease or underlying lease Mortgage which may now or hereafter in force against encumber all or part of the PremisesProject, and to (ii) all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory existing recorded restrictions, covenants, easements and agreements with respect to the parties Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, Txxxxx’s possession of the Premises shall not be disturbed. In order to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any confirm such subordination documents (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days of after written request from Landlord's written request, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Txxxxx acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If Tenant does not provide the interests of Landlord with under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such subordination documents within ten Mortgage) (10) business days of Landlord's written requestsometimes called the “New Owner”), then (i) Tenant hereby authorizes Landlord waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to execute such subordination documents acting as duly authorized agent give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for Tenant provided the balance of the term remaining, including any extensions or renewals, with the same is not inconsistent with force and effect as if the terms hereof. In the event any proceedings are brought for foreclosureNew Owner were Landlord under this Lease, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, (iii) Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosureNew Owner as its Landlord, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession (iv) so long as this Lease is in full force and effect and Tenant is not in default hereunder past beyond any applicable notice and cure period. The provisions period hereunder at the time of this Article transfer to the contrary notwithstanding, and so long as Tenant is not in default hereunderNew Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the full term hereunderLease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.

Subordination and Attornment. Landlord hereby represents This Lease is subject and warrants subordinate to Tenant that there are no mortgages or the liens of all mortgages, deeds of trust currently encumbering and other security instruments now or hereafter placed upon the Building. Upon request of Building or the Property or any portion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed deeds of trust, other security instruments, and ground lease or underlying lease now or hereafter in force against leases being hereinafter referred to as "Mortgages" and the Premisesmortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called "Mortgagees"), and to any and all advance made renewals, extensions, modifications, or hereafter to be made upon refinancings thereof, without any further act of the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure . If requested by Landlord, however, Tenant shall promptly execute any certificate or deed-in-lieu of foreclosureother document confirming such subordination. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestagrees that, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event if any proceedings are brought for foreclosure, or in the event foreclosure of any of the exercise of Mortgages, Tenant, if requested to do so by the power of sale under any mortgage or dead of trust made by Landlord covering purchaser at the Premisesforeclosure sale, Tenant shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without any deduction or 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 such foreclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, any Mortgagee may at any such foreclosure, or time subordinate the lien of its Mortgages to the grantee operation and effect of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to without obtaining the parties not to disturb Tenant's possession so long as consent thereto, by giving the Tenant is not written notice thereof, in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, which event this Lease shall remain 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 full force and effect connection with obtaining financing for the full term 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 Premises, or increase the amount of Annual Basic Rent or Additional Rent payable hereunder or require Tenant to relocate.

Subordination and Attornment. Landlord hereby represents 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and warrants to Tenant that there are no mortgages or deeds use of trust currently encumbering any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Upon request Tenant agrees, with respect to any of Landlordthe 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 will, in writing, subordinate its rights hereunder 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, mortgage or deed of trust, ground lease or underlying lease now or hereafter in force against as the Premisescase may be, and by failing to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb do so within five (5) days after written demand, Tenant does hereby make, constitute, and irrevocably appoint Landlord as Tenant's possession in the event of a foreclosure or deed’s attorney-in-lieu fact and in Tenant’s name, place, and stead, to do so. This power of foreclosureattorney is coupled with an interest. Tenant shall execute hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Landlord hereby agrees to use commercially reasonable efforts to obtain a recognition and return non-disturbance agreement from any present or future lenders with a lien that is superior to Landlord any Tenant’s leasehold interest in the Premises. 30.2 Each party shall, at such subordination documents within time or times as the other party may request, upon not less than ten (10) business days of Landlord's days’ prior written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestrequest by the requesting party, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn sign and deliver to the purchaser at any such foreclosure, or to the grantee of requesting party a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under certificate stating whether this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the certifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party’s interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event 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 an estoppel certificate. 30.3 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the full term hereundermost recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project. 30.4 Tenant acknowledges that Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the date of submission of any Statements to Landlord.

Subordination and Attornment. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord hereby represents 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 will be subject and warrants to Tenant that there are no subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Property; (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed for which the Property or any portion thereof; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust currently encumbering (collectively, “Security Documents”) which may now exist or hereafter be executed which constitute a lien upon or affect the BuildingProperty or any portion thereof, or Landlord’s interest and estate in any of said items. Upon request 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 Security Document to this Lease that may or may not have occurred), at the election of Landlord’s successor in interest, Tenant willand each MMR Subtenant agrees to attorn to and become the tenant or subtenant, as the case may be, of such successor, in writing, subordinate its rights which event Tenant’s and each MMR Subtenant’s right to possession of the Property will not be disturbed as long as Tenant 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 to and/or the lien obligations of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession MMR Subtenant under any MMR Sublease in the event of a 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 or deed-in-lieu of foreclosureany such Security Documents. Tenant shall and each MMR Subtenant covenants and agrees to execute and return to Landlord any such subordination documents deliver, within ten (10) business days of Landlord's written request. If Tenant does not provide receipt thereof, and in the form reasonably required by Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event standard form required by any Holder, any additional documents evidencing the priority or subordination of the exercise of the power of sale under 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 dead deed of trust made by Landlord covering shall contain a nondisturbance provision in the Premises, Tenant shall attorn to the purchaser at any standard form of such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderHolder.

Subordination and Attornment. (a) Provided Landlord hereby represents obtains for the benefit of Tenant from Landlord's mortgagee or ground lessor such mortgagee's or ground lessor's standard nondisturbance agreement reasonably acceptable to Tenant, this Lease is and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, shall remain subject and subordinate its rights hereunder to the lien of any mortgage, deed and all current and future first mortgages and/or any ground leases (which term "mortgages" shall include both construction and permanent financing and shall include deeds of trust, ground lease trust and similar security instruments) which may now encumber the Complex or underlying lease now or hereafter in force against the Premisesland on which the Complex is located, and to all advance made and any renewals, extensions, modifications, consolidations, recastings or hereafter refinancings thereof. At any time after the execution of this Lease, the holder of any mortgage to which this Lease is subordinate shall have the right to declare this Lease to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory superior to the parties not lien of such mortgage, and Tenant agrees to disturb Tenant's possession execute all documents required by such holder in confirmation thereof. (b) In the event that Tenant should fail to execute any instrument of a foreclosure or deed-in-lieu of foreclosure. nondisturbance and subordination herein required to be executed by Tenant shall execute and return to Landlord any such subordination documents within ten fifteen (1015) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestdemand, then Tenant hereby authorizes irrevocably constitutes Landlord as its attorney-in-fact to execute such subordination documents acting as duly authorized agent for Tenant provided the same instrument in Tenant's name, place and stead, it being agreed that such power is not inconsistent one coupled with the terms hereof. an interest. (c) In the event any proceedings are brought for foreclosure, or in the event foreclosure of the exercise of the power of sale under any mortgage encumbering the Complex or dead the termination of trust made by Landlord covering any ground lease affecting the PremisesComplex, Tenant shall attorn to the purchaser at such foreclosure sale or any ground lessor, as the case may be, if requested to do so by such party, and shall recognize such party as the Landlord, under this Lease, and Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event any such foreclosureforeclosure proceeding is prosecuted or completed. (d) Landlord represents and warrants to Tenant that Landlord owns the Complex in fee simple and as of the date of the execution and delivery of this Lease, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant Complex is not in default hereunder past encumbered by a ground lease or the lien of any applicable notice and cure period. The provisions mortgage or deed of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereundertrust.

Subordination and Attornment. Landlord hereby represents This Lease and warrants Tenant's rights under this Lease are subject and subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease lease, or underlying lease (and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter affecting the Premises; provided, however, that such 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 disturbed so long as Tenant is not in force against an Event of Default under the Lease. The provisions of this Paragraph shall be self‑operative, and no further instrument of subordination shall be required. In confirmation of such subordination, however, Tenant shall promptly execute and deliver any commercially reasonable 33 American Assets Trust – Lease Form 1/31/2023 instruments that Landlord, 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 of any ground or underlying lease affecting the Premises, and to all advance made or shall hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory succeed to the parties not to disturb Tenant's possession in the event rights of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestunder this Lease, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for whether by foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a 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 purchaser or grantee successor landlord as Landlord Xxxxxx's landlord under this Lease provided and such party agrees in writing in a form reasonably satisfactory to the parties successor shall not to disturb Tenant's ’s possession under this Lease, (v) Tenant shall promptly execute and deliver any commercially reasonable instruments 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 provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for so long as Tenant is not in default hereunder past under the terms of this Lease or any applicable notice and cure periodsubstitute lease referenced above. The Notwithstanding the preceding provisions of this Article Paragraph, if any ground lessor or Lender elects to have this Lease prior to the contrary notwithstandinglien of its ground lease, deed of trust, or mortgage, and so long as gives written notice thereof to Tenant is not in default hereunder, that this Lease shall remain in full force 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 effect for the full term hereundersuch ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease.

Subordination and Attornment. Landlord hereby represents (a) Tenant agrees that this Lease and warrants all rights of Tenant hereunder are and shall be subject and subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may now or hereafter be in force against effect regarding the PremisesProject or any component thereof, and to any mortgage now or hereafter encumbering the Demised Premises or the Project or any component thereof, to all advance advances made or hereafter to be made upon the security thereof of such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions for such mortgage; provided, however, that as a condition to such subordination, Tenant shall be provided a written nondisturbance agreement from the holder thereof agrees lessor under any such lease or from the mortgagee under any such mortgage, on terms and conditions reasonably acceptable to Tenant and such lessor or mortgagee, confirming that Tenant's rights under this Lease will not be disturbed in writing connection with any circumstances as described in this Paragraph 27 so long as Tenant performs its obligations under this Lease, and that Tenant shall have a form right to attorn to such lessor or mortgagee under such circumstances. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of Landlord or any party in interest, shall execute promptly such instrument or certificates as may be reasonably satisfactory required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. (b) If any mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or lease, as the case may be. The term "mortgage", as used in this Lease, includes any deed of trust, deed to secure debt, or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the parties not to disturb Tenant's possession in holder(s) of the event of indebtedness secured by a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten mortgage. (10c) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any mortgage or dead of trust made by Landlord covering the PremisesDemised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any such lease under which Landlord may hold title, provided the transferee or purchaser at foreclosure agrees not to disturb Tenant's use and occupancy of the Demised Premises for so long as the Tenant is not in default of its obligations hereunder beyond any applicable grace or cure period, Tenant shall attorn to the transferee or purchaser at any such foreclosureforeclosure or under power of sale, or to the grantee lessor of a deed in lieu of foreclosureLandlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), and shall recognize and be bound and obligated hereunder to such purchaser or grantee person as Landlord "Landlord" under this Lease; provided, further however, that no such person shall be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease provided (and then only if such party prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in writing conflict herewith requested by Landlord, its mortgagee or such person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in a form reasonably satisfactory the Demised Premises or the Building pursuant to the parties powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of Tenant hereunder. Tenant shall not be named as a party defendant in any such proceeding, unless required by applicable law. Landlord and Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to disturb Tenant's possession so long as Tenant is not any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Building, in default hereunder past the manner provided in the mortgage and may, at the option of such mortgagee, its successors and assigns, or other holder of the mortgage or note secured thereby, make such sale of the Demised Premises or Building subject to this Lease. (d) Landlord shall provide prompt notice of the existence or placement of any applicable notice and cure period. The provisions of this Article mortgage or underlying ground lease upon the Project which would be superior to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderLease.

Subordination and Attornment. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord hereby represents and warrants to Tenant that there are no mortgages or deeds any mortgagee or beneficiary with a mortgage, charge, debenture and/or deed of trust currently encumbering the Building. Upon request Property or any portion thereof, or any lessor of Landlorda ground or underlying lease with respect to the Property or any portion thereof (any such mortgagee, Tenant willbeneficiary or lessor, in writinga “Holder”), this Lease will be subject and subordinate its rights hereunder to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Property; (ii) the lien of any mortgage, charge, debenture and/or deed of trust, ground lease or underlying lease trust which may now exist or hereafter in force against be executed affecting the PremisesProperty or any portion thereof; (iii) all past and future advances made under any such mortgages, charges, debentures and/or deeds of trust; and to (iv) all advance made renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages, charges, debentures and/or deeds of trust (collectively, “Security Documents”) which may now exist or hereafter to be made executed which constitute a lien upon or affect the security thereof provided the holder thereof agrees Property or any portion thereof, or Landlord’s interest and estate in writing in a form reasonably satisfactory any of said items, subject to the parties terms of Section 12.3, below; provided, however, as a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any future Security Document not effective as of the Effective Date, Landlord shall obtain from the applicable Holder, a commercially reasonable form of subordination, non-disturbance and attornment agreement in recordable form to disturb Tenant's possession in which Tenant has no reasonable objection (any such agreement, an “SNDA”). Notwithstanding the event of a foreclosure or deed-in-lieu of foreclosureforegoing, Landlord and/or the relevant Holder reserves the right to subordinate any such Security Documents to this Lease as if such Security Documents had been entered into, executed and delivered and registered subsequent to this Lease. Upon request, Tenant shall execute promptly and return to Landlord in any such subordination documents event within ten (10) business days of Landlord's written request. If Tenant does not provide Business Days after request sign any document reasonably requested by Landlord with or Holder to acknowledge any such subordination documents within ten (10) business days or, in the event of an exercise by such Holder of its rights and recourses under Security Documents, attorn to and become Tenant of the Holder or any purchaser from such Holder for the then unexpired residue of the Term of, and upon all of the terms and conditions of this Lease. Landlord represents and warrants that Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided ’s interest in the same Property is not inconsistent with subject to any Security Documents as of the terms hereofEffective Date. In the event of any proceedings are brought for foreclosure, 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 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 exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee Property will not be disturbed as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so 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 past in the event of any applicable notice 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 hereby covenants and cure period. The provisions of this Article to agrees that, notwithstanding the contrary notwithstanding, and so long as Tenant fact that the Holder is not in default hereundera party to this Lease, this Lease shall remain in full force and effect all covenants contained herein for the full term hereunderbenefit of a Holder may be enforced by such Holder as if it were a party hereto.

Subordination and Attornment. Landlord hereby represents and warrants (a) Except to Tenant the extent that there are no mortgages Landlord’s mortgagee (or deeds of trust currently encumbering lessor under a ground lease) elects to make the Building. Upon request of LandlordLease senior to the mortgage (or ground lease) pursuant to Section 25(b), Tenant will, in writing, agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may hereafter be in effect regarding the Project or any component thereof, to any mortgage now or hereafter in force against encumbering the PremisesPremises or the Project or any component thereof, and to all advance advances made or hereafter to be made upon the security thereof provided the holder thereof agrees of such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, upon request of any party in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant interest, shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written requestrequest by Landlord such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. If Landlord or its mortgagee requests the same, Tenant does not provide Landlord with such subordination documents agrees to execute, acknowledge and deliver within ten (10) business days following demand a subordination, non-disturbance and attornment agreement upon such mortgagee’s commercially reasonable form evidencing such subordination of this Lease to the lien of the mortgage or lease. Tenant hereby irrevocably agrees that if Tenant fails to execute and deliver such instrument or instruments within such ten (10) day period, Landlord may provide to Tenant a second written request with respect thereto, and that if Tenant fails to timely execute and deliver such instrument or instruments within three (3) days after the date of Landlord's ’s second written requestrequest therefor, then Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such subordination documents acting commercially reasonable instrument or instruments, provided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments or certificates. (b) If any mortgagee or lessor under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or lease, as duly authorized agent for Tenant provided the same is not inconsistent case may be. The term “mortgage”, as used in this Lease, includes any deed of trust, deed to secure debt, or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term “mortgagee”, as used in this Lease, refers to the terms hereof. holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any mortgage or dead of trust made by Landlord covering the PremisesPremises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, if elected by the transferee following such foreclosure or other transfer, and so long as such party recognizes and agrees to be bound by the Lease and to not disturb the Tenant’s quiet enjoyment thereof, Tenant shall attorn to the transferee or purchaser at any such foreclosureforeclosure or under power of sale, or to the grantee lessor of a deed in lieu of foreclosureLandlord upon such lease termination, as the case may be (sometimes hereinafter called “such person”), without any deductions or off set whatsoever, and shall recognize and be bound and obligated hereunder to such purchaser or grantee person as the Landlord under this Lease; provided, however, that no such person shall be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease provided (and then only if such party prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); provided, however, that such person shall be responsible for ongoing maintenance and repair obligations of the Landlord; (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in writing conflict herewith requested by Landlord, the mortgagee or such person. Tenant’s obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord’s interest in a form reasonably satisfactory the Premises or the Building pursuant to the parties not powers granted to disturb Tenant's possession so long as a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunder.

Subordination and Attornment. Landlord hereby represents and warrants 22.1 This Lease at Landlord's option will be subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease trust and related documents now or hereafter in force against placed upon the PremisesBuilding Complex (including all advances made thereunder), and to all advance made amendments, renewals, replacements, or hereafter restatements thereof (collectively, "Mortgage").; provided, however that the subordination by Tenant to any such future mortgage, deed of trust or related documents shall be made upon subject to Tenant obtaining a non-disturbance agreement on such lender s standard form agreement, whereby such lender agrees, provided Tenant is not then in default under this Lease, that Tenant's occupancy of the security thereof provided the holder thereof agrees Premises and rights and privileges under this Lease shall not be disturbed or impaired with in writing in a form reasonably satisfactory connection with any proceeding to enforce or foreclose any such mortgage, trust indenture or other lien and if such party succeeds to the parties not interests of Landlord by reason of such proceedings or conveyance in lieu or other lien and if such party succeeds to disturb Tenant's possession the interests of Landlord by reason of such proceedings or conveyance in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premisesthereof, Tenant shall attorn hereunder directly to such party; provided, however, such party shall not be (i) liable for any act or omission of any prior landlord or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rental which Tenant might have paid for more than one (1) month in advance to any prior landlord; or (iv) bound by any amendment or modification of the Lease made without its consent. 22.2 If any Mortgagee elects to have this Lease superior to the purchaser at any such foreclosure, or lien of its Mortgage and gives notice to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain will be deemed prior to such Mortgage whether this Lease is dated prior or subsequent to the date of such Mortgage or the date of recording thereof. 22.3 In confirmation of subordination or superior position, as the case may be, Tenant will execute such documents as may be required by Mortgagee and if it fails to do so within 10 days after demand, Tenant hereby irrevocably appoints Landlord as Tenant's attorney-in-fact and in full force Tenant's name, place, and effect stead, to do so. 22.4 Tenant hereby attorns to all successor owners of the Building, whether such ownership is acquired by sale, foreclosure of a Mortgage, or otherwise. 22.5 After the Lease is fully executed, Landlord agrees to use its reasonable efforts to obtain a non-disturbance agreement from the present mortgagee or the Real Property and/or the Building for the full term hereundersuch purposes.

Subordination and Attornment. Landlord hereby represents This Lease shall be subject and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien rights of the holders of any mortgage, deed of trust, trust or indenture or the Landlord under any ground lease or underlying lease now or hereafter in force against hereinafter placed on the Premises, Property (hereinafter "mortgagee") and to all each advance made or hereafter to be made upon thereunder, and to all renewals, supplements, modifications, increases, consolidations, replacements and extensions thereof and all substitutions therefor, provided that the security thereof mortgagee enters into a non-disturbance agreement, reasonably satisfactory to Tenant and such mortgagee, pursuant to which the mortgagee agrees to recognize this Lease and all of Tenant's rights hereunder, provided further, however, that the holder thereof agrees mortgagee, or any purchaser at a foreclosure sale or otherwise (collectively, “Successor Landlord”) shall not be: (a) liable for any act or omission of a prior landlord (including the mortgagor); or (b) subject to any offset or defenses which the Tenant might have against any prior landlord (including the mortgagor); or (c) bound by any rent or additional rent which the Tenant might have paid in writing advance to any prior landlord (including the mortgagor) for any period beyond the month in which foreclosure or sale occurs; or (d) bound by any agreement or modification of this Lease made without the consent of the mortgagee; or (e) personally liable under this Lease, and the mortgagee's liability under the Lease shall be limited to the ownership interest of the mortgagee in the Property; or (f) liable for any fact or circumstance, or condition to the extent existing or arising prior to the mortgagee’s (or such purchaser’s) succession to the interest of the Landlord under this Lease and such mortgagee or such purchaser, further, shall not be liable except during that period of time, if any, in which such mortgagee or purchaser and Tenant are in privity of estate. Notwithstanding anything to the contrary contained in this Lease, Landlord shall obtain not later than thirty (30) days following the execution of this Lease, a non disturbance and attornment agreement for Tenant’s benefit in a form reasonably satisfactory acceptable to Tenant (“Non Disturbance Agreement”) from its existing mortgagee, if any, of the parties not Property. As a condition precedent to disturb Tenant being required to subordinate its interest in this Lease to any future mortgage covering the Property, Landlord shall obtain for Tenant's possession in the event of ’s benefit a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofNon Disturbance Agreement. In the event that any proceedings are brought for foreclosuremortgagee, or its successor in title, shall succeed to the event interest of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the PremisesLandlord, then, Tenant shall and does hereby agree to attorn to the purchaser at any such foreclosure, mortgagee or successor and to the grantee of a deed in lieu of foreclosure, and recognize such purchaser mortgagee or grantee successor as Landlord its landlord. Any claim by Tenant under this Lease provided against the mortgagee or such party successor shall be satisfied solely out of the mortgagee's or such successor's interest in the Property and Tenant shall not seek recovery against or out of any other assets of mortgagee or such successor. Section 13.01 shall be self-operative, but Tenant agrees to execute and deliver promptly any appropriate certificates or instruments reasonably requested by Landlord or any mortgagee to carry out the subordination and attornment agreements contained in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderSection 13.01.

Subordination and Attornment. Landlord hereby represents and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder Subject to the lien of terms and provisions hereinafter set forth in this Section 18, this Lease is subject and subordinate to any mortgage, deed of trust, mortgage, ground lease or underlying lease other security instrument (each, a “Mortgage”) that now or hereafter in force against covers all or any part of the PremisesPremises (the mortgagee under any such Mortgage is referred to herein as a “Landlord’s Mortgagee”). The terms of this Section 18 are self-operative, and to all advance made or hereafter to no further instrument of subordination shall be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. required; however, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within twenty days after written request therefor any documentation that Landlord or Landlord’s Mortgagee may reasonably request to evidence such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not this Lease; provided, however, all such documentation will expressly provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestthat, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past in the payment of Rent or in the performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be performed beyond any applicable notice notice, cure and/or grace period set forth in this Lease, (i) Tenant’s possession and cure periodoccupancy of the Premises and Tenant’s rights and privileges under the Lease, or any extensions or renewals thereof, shall not be diminished, disturbed and/or interfered with by Landlord’s Mortgagee in the exercise of any of its rights under any Mortgage, and (ii) Landlord’s Mortgagee shall not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant’s interest and estate under this Lease because of any default under the Mortgage, except as may be required by applicable law. The provisions Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of ground lease or otherwise, upon such party’s request, and shall execute such agreements confirming such attornment as such party may reasonably request. Landlord represents and warrants that, on the Lease Date, there is only one deed of trust covering the Property, a recorded copy of which has been provided to Tenant. Within 60 days after the date of full execution of this Article Lease, Landlord shall obtain and deliver to Tenant the contrary notwithstandingsignature of the existing Landlord’s Mortgagee on a subordination, non-disturbance and attornment agreement (“SNDA”) in the form of Exhibit G, and so long as Tenant is not in default hereunderagrees to execute, this Lease shall remain in full force acknowledge and effect for the full term hereunderdeliver such SNDA within ten days after Landlord’s request.

Subordination and Attornment. (a) Landlord hereby represents has heretofore and warrants may hereafter from time to Tenant that there are no mortgages or deeds of trust currently encumbering the Buildingtime execute and deliver a Mortgage. Upon request of Subject to Section 19(c), if requested by Landlord, Tenant will, in writing, will either (i) subordinate its rights hereunder interest in this Lease to any Mortgage (except to the lien of extent that the first Mortgagee shall prohibit Tenant from subordinating to any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premisessubordinate Mortgages), and to any and all advance made advances thereunder and to the interest thereon, and all renewals, replacements, amendments, modifications, and extensions thereof, or hereafter to (ii) make Tenant’s interest in this Lease or certain of Tenant’s rights hereunder superior thereto; and Tenant will promptly execute and deliver such agreement or agreements as may be made upon the security thereof provided reasonably required by Landlord or the holder thereof agrees in writing in a form reasonably satisfactory to of such Mortgage. (b) It is further agreed that if the parties not to disturb Tenant's possession in the event interests of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided are transferred by reason of, or assigned in lieu of, foreclosure or other proceeding for enforcement of any Mortgage, or if any Superior Lease is terminated, or if the holder of any Mortgage or any ground lessor acquires a lease in substitution therefor, then Tenant under this Lease will, if the holder of any such party agrees Mortgage or any purchaser or assignee, as the case may be, or ground lessor shall so elect in writing in its sole discretion, either (i) attorn to it and will perform for its benefit all the terms, covenants and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if it were Landlord originally named in this Lease, or (ii) enter into a form reasonably satisfactory to new lease with it for the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice remaining Term of this Lease and cure periodotherwise on the same terms and conditions and with the same options, if any, then remaining. The provisions of the second sentence of paragraph (a) above and of clause (i) of this Article Section 19(b) shall inure to the contrary benefit of such holder of such Mortgage, purchaser or assignee or ground lessor and shall be self-operative unless the option in (ii) of either paragraph (a) above or this paragraph (b) is exercised, and no further instrument shall be required to give effect to such clause, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such holder of such Mortgage, purchaser, or assignee or ground lessor, agrees to enter into a written agreement containing provisions consistent with the relevant foregoing provisions of this Section 19, satisfactory to any such holder of such Mortgage, purchaser, or assignee or ground lessor acknowledging such attornment and setting forth the terms and conditions of its tenancy. (c) Anything in this Section 19 notwithstanding, and so long as Tenant is not in default hereunder, Tenant’s obligation to subordinate this Lease as provided in this Section shall remain be contingent upon Tenant receiving a subordination, nondisturbance and attornment agreement in full force substantially the form attached hereto and effect for made a part hereof as Exhibit T (“Nondisturbance Agreement”) from the full term hereunderMortgagee. Landlord also agrees to obtain a Nondisturbance Agreement from the current Mortgagee prior to the execution of this Lease by Tenant.

Subordination and Attornment. Landlord This Lease and the estate, interest and rights hereby represents and warrants created are subordinate to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease mortgage now or hereafter in force against placed upon the PremisesBuilding or the Land or any estate or interest therein, including, without limitation, any mortgage on any leasehold estate, and to all advance made or hereafter to be made upon the security thereof provided the holder thereof renewals, modifications, consolidations, replacements and extensions of same as well as any substitutions therefor. Tenant agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession that in the event any person, firm, corporation or other entity acquires the right to possession of a foreclosure the Building or deed-in-lieu the Land, including any mortgagee or holder of foreclosureany 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. Tenant Notwithstanding the foregoing, any mortgagee may, at any time, subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery, and in that event, such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. Tenant, if requested by Landlord, shall execute and return to Landlord any such instruments in recordable form as may be reasonably required by Landlord in order to confirm or effect the subordination documents within ten (10) business days or priority of Landlord's written request. If this Lease, as the case may be, and the attornment of Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent future landlords in accordance with the terms hereofof this Article. In the event With respect to any proceedings are brought for foreclosurefuture mortgage lender or other interest owner as referenced in this Section, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premisesagrees to use its best efforts (which, Tenant agrees, shall attorn under no circumstances include the payment of money or the equivalent thereof) to obtain, for the purchaser at any such foreclosurebenefit of Tenant, or to the grantee of a deed written non-disturbance agreement, in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory acceptable to the parties not to disturb Tenant's possession such mortgage lender or other interest owner, stating among other things that, so long as Tenant is not in default hereunder past of its obligations under this Lease beyond any applicable notice and cure period. The provisions periods, Tenant's possession of this Article to the contrary notwithstanding, Demised Premises will not be disturbed and so long as Tenant is not in default hereunder, this Lease shall remain will not be terminated and will continue in full force and effect for the full term hereunderupon foreclosure or recovery of possession by such lender or other interest owner.

Subordination and Attornment. Landlord hereby represents 30.1 This Lease shall be subject and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground or lease or underlying lease in which Landlord is tenant now or hereafter in force against the Premises, Building or the Project and to all advance advances made or hereafter to be made upon the security thereof provided without the holder thereof agrees in writing in a form reasonably satisfactory necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 30.2 Notwithstanding the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. foregoing, Tenant shall execute and return deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to Landlord the lien of any such subordination documents mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days of Landlord's after written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestrequest therefor, then Tenant hereby authorizes constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such subordination document or documents acting as duly authorized agent in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. 30.3 Upon written request of Landlord and opportunity for Tenant provided the same is to review, Tenant agrees to execute any Lease amendments not inconsistent with materially altering the terms hereof. of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 30.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser at upon any such foreclosure, foreclosure or to the grantee of a deed in lieu of foreclosure, sale and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderLease.

Subordination and Attornment. Landlord hereby represents Section 23.01 This Lease and warrants all rights of Tenant hereunder are and shall be subject and subordinate in all respects to Tenant that there are no (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages or deeds of trust currently encumbering the Building. Upon request of Landlordand building loan agreements, Tenant willincluding leasehold mortgages and spreader and consolidation agreements, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in force against the Premisessubdivisions (c) and (d) of this Section 23.01, and to all a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or hereafter to be made upon under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the security thereof provided case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the holder thereof Superior Lessor or Superior Mortgagee agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's the possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall remain be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect for as a direct lease between such Successor Landlord and Tenant upon all of the full term hereunderthen executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Landlord hereby represents This Agreement and warrants the rights of Exult hereunder shall at all times be subject and subordinate to Tenant that there are no any present or future mortgages on any of the Building and any renewals or deeds extensions of trust currently encumbering the mortgages. Exult shall, upon demand, from time to time, execute, acknowledge and deliver to BMO, without expense to BMO, all instruments which may be necessary or proper to subordinate this Agreement, and all rights under it, to any mortgage on the Building. Upon Exult shall, upon demand, from time to time, within [***]* after written request of Landlordtherefore by BMO, Tenant willdeliver, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form supplied by BMO, a certificate and acknowledgement to any proposed mortgagee or purchaser, or BMO, certifying (if such be the case) that this Agreement is in full force and effect (or if there have been amendments, that the Agreement is in full force and effect as amended and identifying the amending agreements) and such other matters as may be reasonably satisfactory requested. 18. Each party warrants and represents to the parties other that in connection with this Agreement, no party has dealt with any brokers, and any party who has worked with a broker for this transaction shall indemnify, defend and hold the other party harmless (including the payment of attorney’s fees) from any claim of any other broker that it had, or is alleged to have had, dealings with concerning this Agreement. 19. Waiver by a party of any breach of any provision of this Agreement shall not be considered as or constitute a waiver or waivers of any subsequent breach of such provision or any other breach of any provision of this Agreement. No course of dealing among Exult and BMO nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any party hereto. No condoning, excusing or overlooking by BMO of any default, breach or non-observance by Exult at any time or times in respect of any covenants, provisos or conditions THIS DOCUMENT IS INCLUDED IN SERVICES AGREEMENT NUMBER 1 FOR REFERENCE, SUBJECT TO FINALIZATION BY THE PARTIES. contained in this Agreement shall operate as a waiver of BMO’s rights hereunder in respect of any continuing or subsequent default, breach or non-observance so as to disturb Tenant's possession defeat or affect such continuing or subsequent default or breach, and no waiver shall be inferred or implied by anything done or omitted by BMO, save only an express waiver in the event of a foreclosure or deed-in-lieu of foreclosurewriting. Tenant shall execute and return to Landlord any such subordination documents within ten (10) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent This Agreement may only be amended with the terms hereofwritten consent of each of the parties hereto. 20. In the event that any proceedings are brought for foreclosure, one or in the event more of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article Agreement shall be determined to be void or unenforceable by a court of competent jurisdiction or by law, such determination shall not render this Agreement invalid or unenforceable and the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease remaining provisions hereof shall remain in full force and effect for effect. 21. Exult may not assign this Agreement, or sublicense the full term hereunderwhole or any part of the Licensed Premises, or permit the Licensed Premises or any part thereof to be used or occupied by any other person or entity, without the prior written consent of BMO, which consent may be unreasonably or arbitrarily withheld; provided, that Exult shall be entitled to assign this Agreement to any successor entity to which all or substantially all of Exult’s business is transferred without BMO’s consent (unless such successor entity is a competitor to BMO’s banking business, in which case BMO’s consent shall be required). 22. This Agreement is made pursuant to, and shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada, as applicable. 23. This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one agreement. 24. Exult agrees that it shall not register this Agreement or any notice or reference in respect of this Agreement against title. 25. The covenants and conditions contained herein shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. 26. This Agreement constitutes the entire agreement and understanding between the parties in respect of the license of the Licensed Premises and supersedes all prior agreements and understandings relating to the subject matter hereof.

Subordination and Attornment. This Lease is subject and subordinate to all ground or master leases, mortgages and deeds of trust which now affect the Premises and the Shopping Center, and to all renewals, modifications, consolidations, replacements and extensions thereof. If the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord hereby represents that they desire or require this Lease to be prior and warrants superior thereto, upon written request of Landlord to Tenant, Tenant that there are no shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or master leases, mortgages or deeds of trust currently encumbering which may hereafter be executed covering the Building. Upon request Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to all advance advances made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory thereunder and without regard to the parties not time or character of such advances, together with interest thereon and subject to disturb Tenant's possession in all the event of a foreclosure or deed-in-lieu of foreclosureterms and provisions thereof. Tenant shall execute and return to Landlord any such subordination documents within Within ten (10) business days after Landlord’s written request therefor, Tenant shall execute, acknowledge and deliver any and all documents or instruments requested by Landlord, or that are necessary or proper to assure the subordination of Landlord's written requestthis Lease to any such mortgages, deeds of trust, or leasehold estates; provided, however, that the foregoing provisions with respect to such election of subordination by Landlord shall not be effective unless the owner or holder of any such mortgage or deed of trust, or the lessor under any such leasehold estate, shall execute with Tenant a nondisturbance agreement under which such owner, holder or lessor shall agree that, in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, Tenant’s quiet enjoyment of the Premises will not be disturbed so long as Tenant pays Rent and observes and performs all of the obligations under this Lease to be observed and performed by Tenant. If Tenant does not provide Landlord with Tenant’s failure to deliver such a document or instrument of subordination documents within such ten (10) business days day period shall, at the option of Landlord's written request, then constitute a material breach or default under this Lease. Notwithstanding anything to the contrary set forth in this Article 25. Tenant hereby authorizes Landlord attorns and agrees to execute such subordination documents acting as duly authorized agent for Tenant provided attorn to any Person purchasing or otherwise acquiring the same is not inconsistent with or the terms hereof. In the event Premises at any proceedings are brought for foreclosure, sale or in the event of other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgages or deeds of trust, or ground or underlying leases, at their option, as if such Person had been named as Landlord herein, it being intended hereby that if this Lease is terminated or otherwise defeated by reason of any act or actions by the power owner or holder of sale any such mortgage or deed of trust, or the lessor under any mortgage such leasehold estate, then, at the option of any such Person so purchasing or dead of trust made by Landlord covering otherwise acquiring the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain continue in full force and effect for the full term hereundereffect.

Subordination and Attornment. Landlord hereby represents and warrants to Tenant that there are no mortgages or deeds of trust currently encumbering the Building. Upon request of Landlord(a) In all events, Tenant will, in writing, subordinate its rights hereunder notwithstanding anything contained herein to the lien of contrary, Landlord’s fee simple title shall be superior to any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against leasehold mortgage on the Premises, and such leasehold mortgagee shall take subject to all advance made same with the intent of the parties being that a foreclosure of the leasehold mortgage shall in no event impair or hereafter eliminate Landlord’s fee title interest. (b) Tenant hereby agrees, upon Landlord’s written request, to be made upon subordinate this Lease to any mortgage encumbering the security thereof Premises, provided that the holder thereof agrees (“Mortgagee”), Tenant and Landlord execute a commercially reasonable form of Subordination, Non-disturbance and Attornment Agreement (“SNDA”) in writing the form attached hereto as Exhibit “G” attached hereto and incorporated herein by this reference. The term “mortgage” whenever used in a form reasonably satisfactory this Lease shall be deemed to include deeds to secure debt, deeds of trust, security assignments, ground leases and any other encumbrances against Landlord’s interest in the Premises, and any reference to the parties “Mortgagee” of a mortgage shall be deemed to include the beneficiary under a deed of trust and the lessor under a ground lease. Landlord represents to Tenant that as of the Effective Date of this Lease by Landlord and as of the Commencement Date, there is no mortgage encumbering the Premises. (c) Should Landlord sell, convey or transfer its interest in the Premises or should any Mortgagee succeed to Landlord’s interest through foreclosure or deed in lieu thereof, then Tenant shall attorn to such succeeding party as its landlord under this Lease promptly upon any such succession, provided that such succeeding party assumes all of Landlord’s duties and obligations under this Lease and agrees not to disturb Tenant's possession ’s leasehold interest hereunder in accordance with the SNDA. (d) Tenant agrees to give the Mortgagee of any Mortgage simultaneously with Landlord, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee and containing a request therefor, and further provided, Tenant shall have no liability to such Mortgagee in the event of a foreclosure or deed-in-lieu of foreclosureTenant fails to so notify. Tenant further agrees that Mortgagee shall execute and return have a right, simultaneously with Landlord, to Landlord any cure such subordination documents within ten (10) business days of Landlord's written requestdefault. If Tenant does This Lease may not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord be modified or amended so as to execute such subordination documents acting as duly authorized agent for Tenant provided reduce the same is not inconsistent with Rent or shorten the terms hereof. In the event any proceedings are brought for foreclosureTerm, or so as to adversely affect in any other respect to any material extent the event rights of the exercise Landlord, nor shall this Lease be cancelled or surrendered (except as expressly permitted under this Lease), without the prior written consent, in each instance, of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderMortgagee.

Subordination and Attornment. Landlord hereby represents and warrants This Lease shall be subordinate to Tenant that there are no mortgages any mortgage or deeds deed of trust currently encumbering now existing or hereafter placed upon the Building. Upon request Land, the Building or the Premises, created by or at the instance of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and to any and all advance made or hereafter advances to be made upon the security hereunder and to interest thereon and all modifications, renewals and replacements or extensions thereof provided ("Landlord's Mortgage"); provided, however, that the holder thereof agrees of any Landlord's Mortgage or any person or persons purchasing or otherwise acquiring the Land, Building or Premises at any sale or other proceeding under any Landlord's Mortgage may elect to continue this Lease in writing full force and effect and, in such event, Tenant shall attorn to such person or persons. Notwithstanding the foregoing, if a form reasonably satisfactory lender requires that the Lease be subordinate to any mortgage recorded after the parties not date of the Lease affecting the Property, the Lease shall be subordinate to disturb such mortgage if Landlord first obtains from such lender a written statement providing that so long as Tenant performs its obligations under the Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or procedures, taken under the mortgage, shall affect Tenant's possession rights under this Lease; provided, however, then the holder of Landlord's Mortgage, or any person or persons purchasing or otherwise acquiring the Land, Building or Premises at any sale or other proceeding under any Landlord's Mortgage, shall not be subject to any option to purchase, or right of first refusal to purchase, granted to Tenant in the event of a foreclosure or deed-in-lieu of foreclosureconnection with this Lease. Tenant shall execute execute, acknowledge and return deliver documents, which the Holder of any Landlord's Mortgage may require to Landlord any such subordination documents effectuate the provisions of this Section 20 within ten (10) business days of the date of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofrequest therefore. In the event of any proceedings are brought for foreclosure, transfer of Landlord's interest in the Premises or in the event Property, other than a transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the exercise part of Landlord accruing from and after the power date of sale under such transfer and such transferee shall have no obligation or liability with respect to any mortgage matter occurring or dead arising prior to the date of trust made by Landlord covering the Premises, such transfer. Tenant shall agrees to attorn to the purchaser at any such foreclosuretransferee, or to the grantee provided transferee assumes all of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb TenantLandlord's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderresponsibilities.

Subordination and Attornment. Landlord hereby represents This lease is and warrants shall be subject and subordinate to Tenant that there are no mortgages or all mortgages, deeds of trust currently encumbering the Building. Upon request of Landlordor other encumbrances, Tenant willand any and all renewals, in writingextensions, subordinate its rights hereunder to the lien of any mortgagemodifications, deed of trustconsolidations and replacements thereof, ground lease or underlying lease now or hereafter in force against affecting all or any portion of the Premises, and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory Building (except to the parties extent any such instrument shall expressly provide that this lease is superior thereto); provided, however, such subordination shall not be effective unless and until the mortgagee, trustee or beneficiary shall execute and deliver to disturb Tenant a non-disturbance agreement pursuant to which such mortgagee, trustee or beneficiary agrees that Tenant's possession in of the event Premises and rights and privileges under this lease shall not be disturbed on account of a any foreclosure or deed-in-lieu conveyance in lien of foreclosure, if Tenant is not in default under this lease and so long as Tenant shall pay all Rent and observe and perform all of the provisions set forth in this lease. This clause shall be self-operative and no further instrument of subordination shall be required in order to effectuate it. Nevertheless, Tenant shall execute and return deliver promptly any certificate or other assurance in confirmation of such subordination requested by any mortgagee, beneficiary under a deed of trust or by Landlord. Tenant hereby irrevocably appoints Landlord, its successors and assigns as Tenant's attorney-in-fact to Landlord execute and deliver any such subordination documents within ten (10) business days certificates and other assurances for and on behalf of Landlord's written request. If Tenant, if Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written request, then Tenant hereby authorizes Landlord fails to execute such subordination documents acting do so as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereofabove. In the event any proceedings are brought for foreclosurethe foreclosure of any mortgage, deed of trust or other encumbrance to which this lease is subject and subordinate, Tenant shall, upon request of the party succeeding to the interest of Landlord as a result of such proceedings, automatically attorn to and become the tenant of such successor in interest without change in the event terms of the exercise of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, this lease. Tenant shall attorn on request by and without cost to the purchaser at Landlord or such successor in interest, execute and deliver any instruments confirming such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure periodattornment. The provisions lien of this Article to any mortgages shall not cover any trade fixtures or other personal property paid for and installed in the contrary notwithstanding, and so long as Leased Property by Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunder.(or any persons claiming under Tenant) without any contribution or reimbursement therefor by Landlord. STATEMENT OF PERFORMANCE

Subordination and Attornment. Landlord hereby represents and warrants a. Tenant agrees that this Lease shall be subordinate to Tenant that there are no mortgages any security deed or deeds of trust currently encumbering the Building. Upon request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease mortgage now or hereafter in force against encumbering the Premises, Building or any interest herein and to all advance advances made or hereafter thereafter to be made upon the security thereof provided and to any lease now or hereafter made of the holder thereof agrees entire Building, and together with any renewals, extensions, modifications, consolidations and replacements of any security deed, mortgage, lease, or other encumbrance or indenture. The terms of this provision shall be self-operative and no further instrument of subordination shall be required by any mortgagee or lessee. Tenant, however, upon request of any party in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant interest, shall execute and return promptly such instruments or certificates as may be reasonable required to carry out the intent hereof, whether said requirement is that of Landlord or any such subordination documents within ten (10) business days of Landlord's written requestother party in interest, including, without limitation, mortgagees or lessees. If Tenant does not provide Landlord with execute, acknowledge and deliver any such subordination instruments or documents within ten twenty (1020) business days after written demand, Landlord, its successors and assigns will be entitled to execute, acknowledge and deliver such instruments or documents on behalf of LandlordTenant as Tenant's written request, then attorney-in-fact. Tenant hereby authorizes constitutes and irrevocably appoints Landlord and its successors and assigns, as Tenant's attorney-in-fact to execute execute, acknowledge and deliver those instruments and documents on behalf of Tenant. b. If any grantee or mortgagee elects to have this Lease superior to its security deed or mortgage and signifies its election in the instrument creating its lien or by separate recorded instrument, this Lease agreement shall be superior to such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. security deed. c. In the event any proceedings are brought for foreclosurethe foreclosure of, or in the event of the exercise of the power of sale under under, any security deed or mortgage or dead of trust made by Landlord covering the PremisesBuilding, or in the event of termination of any lease under which Landlord may hold the same, Tenant shall automatically attorn to the purchaser at any such foreclosureforeclosure or under power of sale, or to the grantee assignee or transferee of a deed in lieu of foreclosureLandlord's interest upon such lease termination, as the case may be, and shall recognize such purchaser or grantee person as the Landlord under this Lease provided such party Lease. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in writing in a form reasonably satisfactory the Building pursuant to the parties not powers granted to disturb a mortgagee under its security deed or mortgage shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of Tenant hereunder. In addition, Landlord and Tenant covenant and agree that Landlord's right to transfer or assign Landlord's interest in and to the leased Premises, or any part or parts thereof, shall be unrestricted, and that in the event of any such transfer of assignment by Landlord which includes the Leased Premises, Landlord's obligations to Tenant hereunder shall cease and terminate, Tenant looking only and solely to Landlord's assignee or transferee for performance thereof. Upon request of Landlord's assignee or transferee, and without cost to Landlord or the assignee or transferee, Tenant will execute, acknowledge and deliver documents confirming the attornment. If Tenant fails or refuses to execute, acknowledge and deliver those documents within twenty (20) days after written demand, the assignee or transferee will be entitled to execute, acknowledge and deliver those documents on behalf of Tenant as Tenant's possession so long attorney-in-fact. Tenant hereby constitutes and appoints Landlord's assignee or transferee as Tenant is not in default hereunder past any applicable notice Tenant's attorney-in-fact to execute, acknowledge and cure period. The provisions deliver those documents on behalf of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunderTenant.

Subordination and Attornment. 30.1. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the holder of any present or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “Mortgage,” and the holder or lessor thereof from time to time as a “Mortgagee”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; provided that any subordination of this Lease shall be conditioned upon Landlord hereby delivering to Tenant a written, recordable subordination, non-disturbance and attornment agreement (“SNDA”) from the Mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit J (or in such other commercially reasonable form as may be reasonably acceptable to the parties to such agreement). Landlord represents and warrants that the only mortgage to Tenant which this Lease is subject as of the execution date is that there are no mortgages or deeds certain mortgage to Xxxxx Fargo Bank, NA (the “Existing Mortgagee”). Landlord shall provide to Tenant, within 30 days after the date of trust currently encumbering this Lease, an executed SNDA from the BuildingExisting Mortgagee. 30.2. Upon request of LandlordNotwithstanding the foregoing, Tenant will, in writing, subordinate its rights hereunder shall execute and deliver upon demand such further reasonable instrument or instruments as may be reasonably acceptable to the parties to such agreement evidencing such subordination of this Lease to the lien of any mortgagesuch mortgage or mortgages or lease in which Landlord is tenant as may be reasonably required by Landlord. If any such Mortgagee so elects, deed of trusthowever, ground this Lease shall be deemed prior in lien to any such lease or underlying lease now mortgage upon or hereafter in force against including the Premises, Premises regardless of date and to all advance made or hereafter to be made upon the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute and return a statement in writing to Landlord such effect at Landlord’s request. Tenant’s failure to execute any such subordination documents document required from Tenant under this Section within ten (10) business days of Landlord's after written request. If request therefor, if such failure continues for more than five (5) days after Landlord gives Tenant does not provide Landlord with such subordination documents within ten written notice thereof (10) business days of Landlord's written requestwhich notice shall state, then Tenant hereby authorizes Landlord in bold and prominent print, that failure to execute such subordination documents acting as duly authorized agent reply shall result in a Default under this Section 20.2), shall be a Default for Tenant provided the same is not inconsistent with the terms hereofwhich this Lease may be terminated without further notice. 30.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or dead deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser at upon any such foreclosureforeclosure or sale and recognize such purchaser as Landlord under this Lease, so long as such purchaser recognizes Tenant as the tenant under this Lease and all of its rights hereunder, including this Article. 30.4. If from time to time Landlord assigns this Lease or the rents payable hereunder to any Mortgagee, whether such assignment is conditional in nature or otherwise, such assignment shall not be deemed an assumption by the grantee assignee of a any obligations of Landlord; the assignee shall be responsible only for non-performance of Landlord’s obligations that occur after it succeeds to, and only during the period it holds possession of, Landlord’s interest in the Premises after foreclosure or voluntary deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure period. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereunder.

Subordination and Attornment. Landlord hereby represents 68.1 Except as otherwise set forth herein, this Lease and warrants to all rights of Tenant that there are no hereunder are, and shall be, subject and subordinate to: (i) all present and future ground leases, operating leases, superior leases, underlying leases and grants of term of the land on which the Building stands (“Land”) and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (iv) below, the “Superior Lease”); (ii) all mortgages or deeds of trust currently encumbering the Building. Upon request of Landlordand building loan agreements, Tenant willincluding leasehold mortgages and spreader and consolidation agreements, in writing, subordinate its rights hereunder to the lien of any mortgage, deed of trust, ground lease or underlying lease which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in force against subdivisions (iii) and (iv) below, the Premises“Superior Mortgage”) whether or not the Superior Mortgage shall also cover other lands or buildings or leases, and except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to all such mortgage; (iii) each advance made or hereafter to be made upon under the security thereof provided the holder thereof agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession in the event of a foreclosure or deed-in-lieu of foreclosure. Tenant shall execute Superior Mortgage; and return to Landlord any such subordination documents within ten (10iv) business days of Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days of Landlord's written requestall amendments, then Tenant hereby authorizes Landlord to execute such subordination documents acting as duly authorized agent for Tenant provided the same is not inconsistent with the terms hereof. In the event any proceedings are brought for foreclosuremodifications, or in the event supplements, renewals, substitutions, refinancings and extensions of the exercise Superior Lease and the Superior Mortgage and all spreaders and consolidations of the power of sale under any mortgage or dead of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under this Lease provided such party agrees in writing in a form reasonably satisfactory to the parties not to disturb Tenant's possession so long as Tenant is not in default hereunder past any applicable notice and cure periodSuperior Mortgage. The provisions of this Article shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute and deliver, at its own expense, any instrument in form and substance reasonably satisfactory to Tenant, in recordable form, if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request at any time and from time to time to evidence such subordination. The Superior Mortgagee may elect that this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to, or subsequent to, the date of such Superior Mortgage. If, in connection with obtaining, continuing or renewing of financing for which the Building, Land or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, the Superior Mortgagee shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder (other than to a deminimis extent), diminish the rights of Tenant hereunder, or cause a change in Tenant’s financial obligations hereunder. 68.2 Notwithstanding the provisions of Section 68.1, Landlord shall obtain from the holder of any present or future Superior Mortgage an agreement (a “Non-Disturbance Agreement”) in recordable form between the holder of the Superior Mortgage and Tenant providing in substance that so long as Tenant shall not be in default under this Lease beyond any applicable grace and notice periods given to Tenant to cure such default, that the holder of such Superior Mortgage shall not name or join Tenant as a party defendant or otherwise in any suit, proceeding or action to enforce the Superior Mortgage, nor will this Lease be terminated by enforcement of any rights given to such holder of the Superior Mortgage or its successors or assigns pursuant to the terms, covenants or conditions contained in the Superior Mortgage (including the foreclosure of the same) or otherwise disturb the right of Tenant to the quiet enjoyment of the Premises in the event of the enforcement of the terms of the Superior Mortgage by such holder (including the foreclosure of the same); except that to the extent required by law, Tenant may be named in such proceeding so long as the relief requested does not contravene the provisions of this Section. Tenant shall join in any reasonable agreement issued by the holder of the Superior Mortgage to evidence its agreement and consent thereto, provided that any such Non-Disturbance Agreement shall not increase the obligations (other than to a deminimis extent) or reduce the rights of Tenant under this Lease or increase the rights or reduce the obligations of Landlord under this Lease. Landlord must, as a condition to the occurrence of the Commencement Date, unless waived by Tenant in writing, obtain a Non-Disturbance Agreement from the holder of any existing Superior Mortgage and Superior Lease. Anything contained in this Lease to the contrary notwithstanding, if Landlord shall be unable to obtain a Non-Disturbance Agreement from the holder of a future Superior Mortgage, then this Lease shall nevertheless remain in full force and effect on all of its terms, the obligations of Tenant hereunder shall not be reduced or affected, and Landlord shall have no liability to Tenant by reason of Landlord’s inability to obtain the same, but in such event this Lease shall not be subordinate to such Superior Mortgage. In connection with Landlord’s attempts to obtain a Non-Disturbance Agreement from any holder of any Superior Mortgage, Landlord shall in no event be required to (x) make any payment to the holder of any Superior Mortgage or to incur any expense other than the reasonable attorneys’ fees in connection with such holder’s review of this Lease and the preparation of such agreement (it being understood and agreed that Landlord shall pay the entire cost of such attorneys’ fees), or (y) alter any of the terms of any Superior Mortgage, or (z) commence any action against any holder of a Superior Mortgage. 68.3 Notwithstanding the provisions of Section 68.1, Landlord shall obtain from the holder of any future Superior Lease an agreement in recordable form between the holder of the Superior Lease and Tenant and in form reasonably satisfactory to Tenant and providing in substance that so long as Tenant is shall not be in default hereunderunder this Lease beyond any notice and grace periods given to such Tenant to cure such default, that the holder of such Superior Lease shall not name or join Tenant as a party defendant or otherwise in any suit, proceeding (including any summary proceeding) or action to enforce the Superior Lease nor will this Lease be terminated by enforcement of any rights given to such holder of such Superior Lease or its successors or assigns pursuant to the terms, covenants or conditions contained in the Superior Lease or otherwise disturb the right of Tenant to the quiet enjoyment of the Premises in the event of the termination of the Superior Lease. Notwithstanding anything in this Lease to the contrary, a Superior Lease entered into after the date hereof shall not be superior to this Lease and this Lease shall not be subordinate to such Superior Lease if the holder thereof did not deliver to Tenant a Non-Disturbance Agreement, and this Lease shall remain in full force and effect notwithstanding the fact that a Non-Disturbance Agreement was not issued by the holder of such future superior Lease, and Landlord shall have no liability to Tenant by reason thereof. Tenant shall join in any agreement consistent with the terms of this Lease issued by the holder of the Superior Lease to evidence Tenant’s agreement and consent thereto, provided that any such agreement shall not increase the obligations (other than to a deminimis extent) or reduce the rights of Tenant under this Lease or increase the rights or reduce the obligations of Landlord under this Lease, and such agreement is on terms otherwise reasonably satisfactory to Tenant. In connection with Landlord’s attempts to obtain a Non-Disturbance Agreement from any holder of any future Superior Lease, Landlord shall in no event be required to (x) make any payment to the holder of any future Superior Lease or to incur any expense other than the reasonable attorneys’ fees in connection with such holder’s review of this Lease and the preparation of such agreement (it being understood that Landlord shall pay the entire cost of such attorneys’ fees), or (y) alter any of the terms of any future Superior Lease, or (z) commence any action against any holder of a future Superior Lease. 68.4 Landlord hereby notifies Tenant that, except in connection with the enforcement of Tenant’s rights or as otherwise expressly provided herein, this Lease may not be voluntarily cancelled or surrendered, or modified or amended so as to reduce the Fixed Rental or Additional Rental, shorten the term or adversely affect in any other respect, to any material extent, the rights of Landlord hereunder, and that Landlord may not accept prepayments of any installments of Fixed Rental or Additional Rental except for prepayments in the nature of security for the performance of Tenant’s obligations hereunder without the consent of any Superior Lessor or Superior Mortgagee in each instance, except that said consent shall not be required for the prosecution of any action or proceedings against Tenant by reason of a default under the terms of this Lease. 68.5 Subject to the other provisions hereof, if, at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any other person or the successors or assigns of the foregoing (collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease, Tenant agrees, at the election and upon request of any such Successor Landlord, to fully and completely attorn to and recognize any such Successor Landlord, as Tenant’s Landlord under this Lease upon the then executory terms of this Lease, provided such Successor Landlord shall agree in writing to accept Tenant’s attornment. Subject to the other provisions hereof, the foregoing provisions of this subparagraph shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Provided Tenant has received a Non-Disturbance Agreement from such party, upon the request of any such Successor Landlord, Tenant shall execute and deliver, from time to time, instruments satisfactory to any such Successor Landlord in recordable form, if requested, to evidence and confirm the foregoing provisions of this subparagraph, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Subject to the terms of a Non-Disturbance Agreement and except as otherwise set forth herein, upon such attornment this Lease shall continue in full term hereunderforce and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease but such Successor Landlord shall be liable to correct any continuing defaults; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease made after notice to Tenant of the granting of such senior interest, or by any previous prepayment of more than one month’s Fixed Rental or Additional Rental, unless such modification or prepayment shall have been approved in writing by any Superior Lessor or Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial damage beyond such repair as can reasonably be completed with the net proceeds of insurance actually made available to Successor Landlord, provided all insurance to be maintained by the Landlord hereunder is thus maintained; or (v) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be completed with the net proceeds of any award actually made available to Successor Landlord, or consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such Successor Landlord. 68.6 Except as set forth in Article 9 hereof, if any default by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee and each Superior Lessor, whose name and address shall have previously been furnished to Tenant, by delivering notice of such act of omission addressed to each such party at its last address so furnished, and (ii) a ten (10)-day period for remedying such act or omission shall have elapsed following such giving of notice and following the time when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Lease or Superior Mortgage, as the case may be, to remedy the same (which shall in no event be less than the period to which Landlord would be entitled under this Lease to effect such remedy) provided such Superior Mortgagee or Superior Lessor shall, with reasonable diligence, give Tenant notice (within such ten (10)-day period) of its intention to remedy such act or omission and shall commence and continue to act upon such intention.