Common use of Non-Disturbance and Attornment Clause in Contracts

Non-Disturbance and Attornment. A. Upon written request of Landlord, or any mortgagee or beneficiary of Landlord, Tenant will, in writing, subordinate its right hereunder to the interest of any ground lessor of the land upon which the Demised Premises is situated and to the lien of any mortgage or deed of trust now or hereafter in force against the land and building of which the Demised Premises is a part, and upon any building hereafter placed upon the land of which the Demised Premises is a part and to all advances made or hereafter to be made upon the security thereof; provided, however, that the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be disturbed on account thereof. B. 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 deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent to the effectiveness of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to Landlord.

Non-Disturbance and Attornment. A. Upon written request of Landlord, or any mortgagee or beneficiary of Landlord, Tenant will, in writing, This Lease is and shall be expressly subject and subordinate its right hereunder to the interest of any ground lessor of the land upon which the Demised Premises is situated and at all times to the lien of any present or future mortgage or deed of trust encumbering fee title to the Leased Premises. If any such mortgage or deed of trust be foreclosed, upon request of the mortgagee or beneficiary, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that subordination of this Lease to any present or future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary, or purchaser at foreclosure, as the case may be agreeing that Tenant’s occupancy of the Premises and other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed, as the case may be, so long as Tenant is not in default under this Lease; and further provided that Tenant agrees upon request by any such mortgagee, beneficiary, or purchaser at foreclosure, as the case may be, to execute such non-disturbance, subordination and/or attornment instruments as may be reasonably required by such person to confirm such non-disturbance subordination and/or attornment. Landlord hereby represents and warrants to Tenant that there are no mortgages or deeds of trust encumbering all or any portion of the Project. Landlord shall obtain from any future holder of any mortgage or deed of trust now encumbering all or hereafter in force against the land and building of which the Demised Premises is a part, and upon any building hereafter placed upon the land of which the Demised Premises is a part and to all advances made or hereafter to be made upon the security thereof; provided, however, that the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be disturbed on account thereof. B. In the event any proceedings are brought for foreclosureProject, or in the event of the exercise of the power of sale under any mortgage or deeds of trusta Subordination, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessorAgreement, if any, and deliver same in a form mutually agreeable to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially Tenant and Landlord, providing among other things that the holder will recognize Tenant’s lease of the Leased Premises hereunder and will not disturb Tenant’s quiet possession of the Leased Premises as long as Tenant is not in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent to the effectiveness Default under provisions of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to LandlordLease.

Non-Disturbance and Attornment. A. Upon written request of Landlord, or any mortgagee or beneficiary of Landlord, Tenant will, in writing, subordinate its right hereunder to If the interest of any ground lessor Commission is terminated by Center or by operation of law prior to the expiration or termination of the land upon which USC Lease, the Demised Premises parties agree as follows: 2.1 Provided that USC is situated not in breach or default of any representation, warranty or covenant under this Agreement or in default of the USC Lease beyond all applicable notice and cure periods, the rights and interests of USC under the USC Lease, as amended pursuant to this Agreement, shall continue in full force and effect, subject to the lien terms, conditions and limitations set forth in this Agreement, and Center shall not disturb the rights of possession of USC under the USC Lease for any reason other than pursuant to any right to dispossess USC under the terms of the USC Lease, as amended pursuant to this Agreement. 2.2 USC shall attorn to Center as its landlord under the USC Lease, as amended pursuant to this Agreement, and the USC Lease, as amended pursuant to this Agreement, shall continue in accordance with its terms, subject to the terms and conditions of this Agreement. Such attornment shall be self-operative without the necessity of the execution of any mortgage or deed additional documentation. USC agrees, however, to execute any confirmatory instrument requested by Center to acknowledge such attornment. Center shall be bound to USC under all of trust now or hereafter in force against the land terms, covenants and building conditions of which the Demised Premises is a part, and upon any building hereafter placed upon the land of which the Demised Premises is a part and to all advances made or hereafter to be made upon the security thereofUSC Lease; provided, however, that the ground lessorCenter shall not be: 2.2.1 liable for any act or omission of any prior landlord (including Commission) or any other person or entity, or obligated to cure any then-existing breach or default by any prior landlord (including Commission) under the mortgagee USC Lease except to the extent that any such non-monetary breach or trustee named in said mortgage default is continuing such that upon the giving of notice to the Center and the passage of time such act or trust deed shall agree omission without cure would constitute a breach or default of Center under the USC Lease, as amended pursuant to this Agreement; 2.2.2 subject to any offsets, defenses or claims which USC may have against any prior landlord (including Commission); 2.2.3 liable to USC for any security deposit paid to any prior landlord (including Commission) except to the extent that Tenant's peaceable possession such security deposit has been transferred to Center; or 2.2.4 bound by any amendment or modification of the Demised Premises or its rights under this USC Lease will not be disturbed on account thereofmade without Center’s prior written consent. B. 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 deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent to the effectiveness of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to Landlord.

Non-Disturbance and Attornment. A. Upon written request of Landlord, or any mortgagee or beneficiary of Landlord, Tenant will, in writing, subordinate its right hereunder to the interest of any ground lessor of the land upon which the Demised Premises is situated and to the lien of any mortgage or deed of trust now or hereafter in force against the land and building of which the Demised Premises is a part, and upon any building hereafter placed upon the land of which the Demised Premises is a part and to all advances made or hereafter to be made upon the security thereof; provided, however, that the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be disturbed on account thereof. B. 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 deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent to the effectiveness of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to Landlord.

Non-Disturbance and Attornment. A. Upon written request If the interests of LandlordBorrower in the real estate are acquired by Lender by foreclosure, deed in lieu of foreclosure, or any mortgagee other method: (a) If Tenant shall not then be in default in the payment of rent or beneficiary of Landlordother sums due under the Lease or be otherwise in material default under the Lease, Tenant will, in writing, subordinate its right hereunder to the interest of any ground lessor of the land upon which the Demised Premises is situated and to the lien of any mortgage or deed of trust now or hereafter in force against the land and building of which the Demised Premises is a part, and upon any building hereafter placed upon the land of which the Demised Premises is a part and to all advances made or hereafter to be made upon the security thereof; provided, however, Lender agrees that the ground lessor, or Lease and the mortgagee or trustee named rights of Tenant thereunder shall continue in said mortgage or trust deed full force and effect and shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be terminated or disturbed on account thereof. B. 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 deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially except in accordance with the form attached hereto terms of the Lease or this Agreement; (b) Tenant agrees to attorn to Lender as its lessor; Tenant shall be bound under all of the terms, covenant, and conditions of the Lease for the balance of the term thereof remaining, including any renewal options which are exercised in accordance with the terms of the Lease; (c) The interests so acquired shall not merge with any other interests of Lender in the real estate if such merger would result in the termination of the Lease; and (d) If, notwithstanding any other provisions of this Agreement, the acquisition by Lender of the interest of Borrower in the real estate results, in whole or part, in the termination of the Lease, there shall be Exhibit "B"G" 60 deemed to have been created a lease between Lender and Tenant on the same terms and conditions as the Lease for the remainder of the term of the Lease, with renewal options, if any. The delivery provisions of a fully executed Non-Disturbance and Attornment Agreement this paragraph shall be a condition precedent effective and self-operative immediately upon Lender succeeding to the effectiveness interests of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to LandlordBorrower without the execution of any other instrument.

Non-Disturbance and Attornment. A. Upon written request of Landlord, If Lender or any mortgagee other subsequent purchaser of the Properties shall become the owner of the Properties by reason of the foreclosure of the Security Instrument or beneficiary the acceptance of Landlorda deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), provided no event of default exists under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce the terms of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, pursuant to foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant will, in writing, subordinate its right hereunder agrees to the interest attorn to Purchaser and Purchaser by virtue of any ground lessor such acquisition of the land upon which the Demised Premises is situated and Properties shall be deemed to the lien of any mortgage or deed of trust now or hereafter in force against the land and building of which the Demised Premises is a parthave agreed to accept such attornment, and upon any building hereafter placed upon the land of which the Demised Premises is a part and to all advances made or hereafter to be made upon the security thereof; provided, however, that Purchaser shall not be (i) liable for the ground lessorfailure of any prior landlord (any such prior landlord, or including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the mortgagee or trustee named in said mortgage or trust deed Lease which have accrued prior to the date on which Purchaser shall agree that Tenant's peaceable possession become the owner of the Demised Premises Properties; (ii) subject to any offsets, defenses, abatements or its rights under this Lease will not be disturbed on account thereof. B. In counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the event any proceedings are brought for foreclosure, or in date upon which Purchaser shall become the event owner of the exercise Properties; (iii) liable for the return of the power of sale under any mortgage or deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessorrental security deposits, if any, and deliver same paid by Tenant to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially Prior Landlord in accordance with the form attached hereto Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the Lease, or any waiver of the terms of the Lease, made without ▇▇▇▇▇▇’s written consent; or (vi) any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in this Agreement, in the case of clauses (i) and (ii) herein, the foregoing shall not limit either (1) Tenant’s right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions or abatements under the Lease that were deducted by Tenant prior to the date upon which Purchaser succeeds to the interest of Prior Landlord shall not be subject to challenge), or (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as Exhibit "B"landlord under the Lease. The delivery In the event that any liability of a fully executed Non-Disturbance and Attornment Agreement Purchaser does arise pursuant to this Agreement, such liability shall be a condition precedent limited and restricted to Purchaser’s interest in the effectiveness of this Lease Properties and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to Landlordshall in no event exceed such interest.

Non-Disturbance and Attornment. A. Upon written request of LandlordLessee agrees that this Lease is and shall be subject to and subordinate to any mortgage, or any mortgagee or beneficiary of Landlord, Tenant will, in writing, subordinate its right hereunder to the interest of any ground lessor of the land upon which the Demised Premises is situated and to the lien of any mortgage or deed of trust now or hereafter in force against other instrument of security (each, a “Security Instrument”) which has been or shall be placed on the land and building or Building of which the Demised Premises is form a part, and upon Lessor’s leasehold interest under the Master Lease, and this subordination is hereby made effective without any building hereafter placed upon further act of Lessee, provided that with respect to any Security Instrument securing Lessor’s leasehold interest under the land Master Lease, Lessor shall deliver to Lessee a commercially reasonable subordination, non-disturbance and attornment agreement (each, a “SNDA”) in the form provided by the holder of any such Security Instrument (each, a “Holder”) to evidence such subordination, at Lessee’s sole cost and expense not to exceed Ten Thousand Dollars ($10,000) (exclusive of costs, expenses and attorney's fees incurred by Lessee, all of which shall be at Lessee's sole cost an expense), which SNDA shall provide that, subject to Lessee’s compliance with the Demised Premises is a part terms of this Lease and to all advances made or hereafter to be made upon the security thereof; providedSNDA, however, that the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be disturbed terminated, and shall continue in full force and effect subject to the terms of the SNDA, following any foreclosure or acceptance of a deed in lieu of foreclosure. Lessor shall enforce its right to obtain non-disturbance protection under the Master Lease for any Security Instruments. Lessee shall, at any time hereinafter, on account thereof. B. In demand, execute (or provide comments to, prior to execution) any commercially reasonable instruments, releases or other documents that may be reasonably required by any Holder under any Security Instrument with respect to such subordination. Lessor shall not terminate any SNDA encumbering the event any proceedings are brought for foreclosurePremises to which it is a party, or amend any SNDA in a manner that would adversely impact Lessee or eliminate the non-disturbance protection thereunder, without Lessee’s consent, in its sole and absolute discretion, unless the Security Instrument shall be terminated due to a reconveyance, foreclosure or deed in lieu of foreclosure. To Lessor’s actual knowledge, as of the Effective Date of the Sixth Amendment (a) the only Security Instruments affecting the Premises are the “Security Documents” (as defined in the event of the exercise of the power of sale under any mortgage or deeds of trust2014 SNDA (as defined below)), upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Leaseand (b) that certain Subordination, provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement from its current lender(sdated December 23, 2014 and recorded as Document Number ▇▇▇▇-▇▇▇▇▇▇▇-▇▇ in the Official Records of Contra Costa County (the “2014 SNDA”) with respect to such Security Instruments is in full force and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent to the effectiveness of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to Landlordeffect.”

Non-Disturbance and Attornment. A. Upon written request (a) Within a reasonable time after execution of this Lease, Landlord shall obtain an agreement in substantially the form of Exhibit J attached hereto, in favor of Tenant from the holder of any existing Mortgage and from the landlord under any existing Underlying Lease, which provides substantially that so long as this Lease shall be in full force and effect (1) Tenant shall not be named or joined in any action or proceeding to terminate the Underlying Lease by reason of Landlord’s default, as tenant thereunder, or to foreclose the mortgage in question by reason of Landlord’s default thereunder, (2) no such termination or foreclosure, or any mortgagee action or beneficiary proceeding brought in pursuance thereof, or any deed in lieu of Landlordforeclosure, Tenant willshall cause a cancellation or termination of this Lease, and (3) if such Overlandlord or Mortgagee shall become the owner in fee of the Land and Building or, in writingthe case of the Mortgagee, subordinate its right hereunder the assignee of the Underlying Lease or the lessee of any other lease given in substitution therefor, or if the Land, Building and/or such Underlying Lease shall be sold as a result of any action or proceeding to foreclose such mortgage, or if title passes by a deed in lieu of foreclosure, then provided that Tenant shall recognize and attorn to the interest Mortgagee or Overlandlord or any of their successors or assigns, this Lease shall continue in full force and effect as a direct lease between Tenant and the then owner of the Land and Building or the then lessee of such Underlying Lease, or the lessee of any ground lessor other lease given in substitution therefor, or such purchaser of the land Land, Building and/or Underlying Lease, as the case may be, upon all of the terms, provisions, conditions and obligations of this Lease, except that such owner, lessee or purchaser (other than an entity which controls, is controlled by or is under common control with, Landlord) shall not be (i) bound by any prepayment of rent which Tenant might have paid for more than the Demised Premises is situated and current month to any prior landlord (including Landlord) except for estimated payments of Excess Operating Expenses, (ii) bound by any amendment or modification of this Lease made without the lien consent of such Overlandlord or Mortgagee which would materially increase Landlord’s obligations, materially decrease Tenant’s obligations, or reduce the rent or the Term, (iii) liable for any act or omission of any mortgage prior landlord (including Landlord) under this Lease, except any such act or deed omission which either involves the physical condition of trust now the Premises and is continuing at the time of such succession, or hereafter in force against the land as to which such Overlandlord or Mortgagee shall have been given notice and building an opportunity to cure, (iv) subject to any offsets or defenses of any prior landlord (including Landlord), except (A) as to any failure of Landlord to perform on account of which failure a claim, defense or counterclaim is asserted (and notice thereof is given to Overlandlord or Mortgagee and an opportunity to cure, (B) as to a continuing right to an abatement of rent on account of a casualty or taking or a failure under Section 7.4 of the Demised Premises is a partLease, and upon (C) a right of set off for failure of Landlord to pay undisputed amounts owed to Tenant in accordance with the provisions of Section 20.14, of the Lease (v) liable for performance of any building hereafter placed upon the land of initial work or installations which the Demised Premises is a part and to all advances made or hereafter are required to be made upon the security thereof; provided, however, that the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be disturbed on account thereof. B. 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 deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the by Landlord under this Lease, except for the funding of Landlord’s Contribution as required by Exhibit C, (vi) liable for the return of any security deposit provided by Tenant's rights , unless such security deposit shall have been received in hand by such Overlandlord or Mortgagee, (vii) obligated to repair the Premises or the Building, or any part thereof, in the event of damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such Overlandlord or Mortgagee, provided that in the event such Overlandlord or Mortgagee does not restore the Premises or Building, Tenant shall have the right to exercise its termination right under Section 12.1 hereof, or (viii) obligated to repair the Premises or the Building, or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such Overlandlord or Mortgagee, as consequential damages allocable to the part of the Premises or Building not taken, provided that if such Overlandlord or Mortgagee does not restore the Premises or the Building, Tenant shall have the right to exercise its termination right under Section 12.7. (b) Anything in this Article 17 to the contrary notwithstanding, this Lease continue unabated. C. Landlord agrees shall not be subordinate to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on Underlying Lease or before obtaining financing from future Mortgage, unless and until there shall first be delivered to Tenant, for execution, a recognition or nondisturbance and attornment agreement executed by the holder of such lenderMortgage or Landlord under such Underlying Lease, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent described in Section 17.6 (a) above with respect to the effectiveness of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to Landlordexisting Mortgages or any existing Underlying Lease.

Non-Disturbance and Attornment. A. Upon written request Landlord shall use commercially reasonable efforts to obtain from every senior landlord, if any, and every senior or junior mortgagee and holder of Landlord, or any mortgagee or beneficiary of Landlord, Tenant will, in writing, subordinate its right hereunder to the interest of any ground lessor of the land upon which the Demised Premises is situated and to the lien of any mortgage or a deed of trust now or hereafter encumbering Landlord's interest in force against the land and building of which Leased Premises (collectively, the Demised Premises is "FEE MORTGAGEES"), a partcommercially reasonable agreement, and upon any building hereafter placed upon the land of which the Demised Premises is a part and in recordable form, wherein each Fee Mortgagee agrees to all advances made or hereafter to be made upon the security thereof; provided, however, that the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that not disturb Tenant's peaceable possession or use of the Demised Leased Premises or deprive Tenant of any rights or increase any of its rights under this Lease will not be disturbed on account thereof. B. 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 deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord obligations under this Lease, provided Tenant's rights Tenant is not in default of its obligations under this Lease continue unabated. C. (the "SUBORDINATION, RECOGNITION AND NON-DISTURBANCE AGREEMENT"). Notwithstanding Landlord's satisfaction of the foregoing requirement, this Lease shall be subordinate to any Fee Mortgage now existing or arising after the date of this Lease, or any renewal, extension or replacement thereof only if Landlord agrees to obtain provides Tenant with a Subordination, Recognition and Non-Disturbance Agreement executed by each Fee Mortgagee. If Landlord fails to provide such Subordination, Recognition and Attornment Agreement from its current lender(s) and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be to Tenant for any Fee Mortgagee holding a condition precedent lien or encumbrance senior to the effectiveness of this Lease and if said Non-Disturbance and Attornment is not so deliveredLease, Tenant may shall have the right at its option any time thereafter, prior to Tenant's receipt of such agreement, to terminate this Lease by upon sixty (60) days' prior written notice to Landlord., unless

Non-Disturbance and Attornment. A. Upon written request If the interests of LandlordBorrower in the real estate are acquired by Lender or any third party purchaser by foreclosure, deed in lieu of foreclosure, or any mortgagee other method: (a) If Tenant shall not then be in default in the payment of rent or beneficiary of Landlordother sums due under the Lease or be otherwise in material default under the Lease, Tenant will, in writing, subordinate its right hereunder to the interest of any ground lessor of the land upon which the Demised Premises is situated and to the lien of any mortgage or deed of trust now or hereafter in force against the land and building of which the Demised Premises is a part, and upon any building hereafter placed upon the land of which the Demised Premises is a part and to all advances made or hereafter to be made upon the security thereof; provided, however, Lender agrees that the ground lessor, or Lease and the mortgagee or trustee named rights of Tenant thereunder shall continue in said mortgage or trust deed full force and effect and shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be terminated or disturbed on account thereof. B. 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 deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on or before obtaining financing from such lender, substantially except in accordance with the form attached hereto terms of the Lease or this Agreement; (b) Tenant agrees to attorn to Lender as Exhibit "B"its lessor; Tenant shall be bound under all of the terms, covenants, and conditions of the Lease for the balance of the term thereof remaining, including any renewal options which are exercised in accordance with the terms of the Lease; (c) The interests so acquired shall not merge with any other interests of Lender in the real estate if such merger would result in the termination of the Lease; and (d) If, notwithstanding any other provisions of this Agreement, the acquisition by Lender of the interest of Borrower in the real estate results, in whole or part, in the termination of the Lease, there shall be deemed to have been created a lease between Lender and Tenant on the same terms and conditions as the Lease for the remainder of the term of the Lease, with renewal options, if any. The delivery provisions of a fully executed Non-Disturbance and Attornment Agreement this paragraph shall be a condition precedent effective and self-operative immediately upon Lender succeeding to the effectiveness interests of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to LandlordBorrower without the execution of any other instrument.

Non-Disturbance and Attornment. A. Upon written request (a) Within a reasonable time after execution of this Lease, Landlord shall obtain an agreement in substantially the form of Exhibit J attached hereto, in favor of Tenant from the holder of any existing Mortgage and from the landlord under any existing Underlying Lease, which provides substantially that so long as this Lease shall be in full force and effect (1) Tenant shall not be named or joined in any action or proceeding to terminate the Underlying Lease by reason of Landlord's default, as tenant thereunder, or to foreclose the mortgage in question by reason of Landlord's default thereunder, (2) no such termination or foreclosure, or any mortgagee action or beneficiary proceeding brought in pursuance thereof, or any deed in lieu of Landlordforeclosure, Tenant willshall cause a cancellation or termination of this Lease, and (3) if such Overlandlord or Mortgagee shall become the owner in fee of the Land and Building or, in writingthe case of the Mortgagee, subordinate its right hereunder the assignee of the Underlying Lease or the lessee of any other lease given in substitution therefor, or if the Land, Building and/or such Underlying Lease shall be sold as a result of any action or proceeding to foreclose such mortgage, or if title passes by a deed in lieu of foreclosure, then provided that Tenant shall recognize and attorn to the interest Mortgagee or Overlandlord or any of their successors or assigns, this Lease shall continue in full force and effect as a direct lease between Tenant and the then owner of the Land and Building or the then lessee of such Underlying Lease, or the lessee of any ground lessor other lease given in substitution therefor, or such purchaser of the land Land, Building and/or Underlying Lease, as the case may be, upon all of the terms, provisions, conditions and obligations of this Lease, except that such owner, lessee or purchaser (other than an entity which controls, is controlled by or is under common control with, Landlord) shall not be (i) bound by any prepayment of rent which Tenant might have paid for more than the Demised Premises is situated and current month to any prior landlord (including Landlord) except for estimated payments of Excess Operating Expenses, (ii) bound by any amendment or modification of this Lease made without the lien consent of such Overlandlord or Mortgagee which would materially increase Landlord's obligations, materially decrease Tenant's obligations, or reduce the rent or the Term, (iii) liable for any act or omission of any mortgage prior landlord (including Landlord) under this Lease, except any such act or deed omission which either involves the physical condition of trust now the Premises and is continuing at the time of such succession, or hereafter in force against the land as to which such Overlandlord or Mortgagee shall have been given notice and building an opportunity to cure, (iv) subject to any offsets or defenses of any prior landlord (including Landlord), except (A) as to any failure of Landlord to perform on account of which failure a claim, defense or counterclaim is asserted (and notice thereof is given to Overlandlord or Mortgagee and an opportunity to cure, (B) as to a continuing right to an abatement of rent on account of a casualty or taking or a failure under Section 7.4 of the Demised Premises is a partLease, and upon (C) a right of set off for failure of Landlord to pay undisputed amounts owed to Tenant in accordance with the provisions of Section 20.14, of the Lease (v) liable for performance of any building hereafter placed upon the land of initial work or installations which the Demised Premises is a part and to all advances made or hereafter are required to be made upon the security thereof; provided, however, that the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be disturbed on account thereof. B. 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 deeds of trust, upon any such foreclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the by Landlord under this Lease, except for the funding of Landlord's Contribution as required by Exhibit C, (vi) liable for the return of any security deposit provided by Tenant's rights , unless such security deposit shall have been received in hand by such Overlandlord or Mortgagee, (vii) obligated to repair the Premises or the Building, or any part thereof, in the event of damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such Overlandlord or Mortgagee, provided that in the event such Overlandlord or Mortgagee does not restore the Premises or Building, Tenant shall have the right to exercise its termination right under Section 12.1 hereof, or (viii) obligated to repair the Premises or the Building, or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such Overlandlord or Mortgagee, as consequential damages allocable to the part of the Premises or Building not taken, provided that if such Overlandlord or Mortgagee does not restore the Premises or the Building, Tenant shall have the right to exercise its termination right under Section 12.7. (b) Anything in this Article 17 to the contrary notwithstanding, this Lease continue unabated. C. Landlord agrees shall not be subordinate to obtain a Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessor, if any, and deliver same to Tenant on or before the date hereof and from any future lender on Underlying Lease or before obtaining financing from future Mortgage, unless and until there shall first be delivered to Tenant, for execution, a recognition or nondisturbance and attornment agreement executed by the holder of such lenderMortgage or Landlord under such Underlying Lease, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent described in Section 17.6 (a) above with respect to the effectiveness of this Lease and if said Non-Disturbance and Attornment is not so delivered, Tenant may at its option terminate this Lease by written notice to Landlordexisting Mortgages or any existing Underlying Lease.