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Attornment Agreement

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Sectors: Real Estate
Effective Date: January 01, 1998
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SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT


This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the "Agreement") is made as of the ___ day of _________, 1998, among LEHMAN BROTHERS REALTY CORPORATION, a Delaware corporation having a place of business at Three World Financial Center, 200 Vesey Street, 20th Floor, New York, New York 10285, its successors and assigns ("Lender"), ARDEN REALTY FINANCE __________, L.L.C., a Delaware limited liability company, with its principal office at 11601 Wilshire Boulevard, Suite ____, Los Angeles, California 90025 ("Landlord" or "Borrower"), and ______________________, a ______________ corporation having a place of business at ________________________________ ("Tenant").


INTRODUCTORY PROVISIONS


WHEREAS, Lender has made or is making a loan in the amount of ________________________________ ($______________) (the "Loan") to Borrower pursuant to a Loan Agreement entered into between Borrower and Lender on or about June __, 1998 (the "Loan Agreement");


WHEREAS, Borrower's obligation to repay the Loan is or will be secured, in part, by first priority mortgage liens on ___________ (____) office and industrial properties owned or to be owned by Borrower, including, without limitation, the office property commonly known as _________________, (the "Property") pursuant to a certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing by Borrower to the trustee named therein for the benefit of Lender and recorded or to be recorded in the land records of [__________ COUNTY, CALIFORNIA] (the "Deed of Trust");


WHEREAS, Borrower's obligation to repay the Loan will be further secured by an Assignment of Leases and Rents by Borrower to Lender recorded or to be recorded among said land records (the "Assignment");


WHEREAS, Tenant is the tenant under that certain lease ("Lease") dated ___________, 19_____ made with Landlord, covering certain premises ("Premises") at the Property as more particularly described in the Lease;


WHEREAS, Lender requires, as a condition to the making of the Loan, that the Deed of Trust be and remain superior to the Lease and that its rights under the Assignment be recognized;


WHEREAS, Tenant requires as a condition to the Lease being subordinate to the Deed of Trust that its rights under the Lease be recognized; and


WHEREAS, Lender, Landlord, and Tenant desire to confirm their understanding with respect to the Deed of Trust and the Lease.


2


NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, and with the understanding by Tenant that Lender shall rely hereon in making and maintaining the Loan, Lender, Landlord, and Tenant agree as follows:


1. Subordination. The Lease and the rights of Tenant thereunder are subordinate and inferior to the Deed of Trust and any amendment, renewal, substitution, extension or replacement thereof and each advance made thereunder as though the Deed of Trust, and each such amendment, renewal, substitution, extension or replacement were executed and recorded, and the advance made, before the execution of the Lease.


2. Non-Disturbance. So long as Tenant is not in default (beyond any period expressed in the Lease within which Tenant may cure such default) in the payment of rent or in the performance or observance of any of the terms, covenants or conditions of the Lease on Tenant's part to be performed or observed, (i) Tenant's occupancy of the Premises shall not be disturbed by Lender in the exercise of any of its rights under the Deed of Trust during the term of the Lease, or any extension or renewal thereof made in accordance with the terms of the Lease, and (ii) Lender will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating of Tenant's interest and estate under the Lease because of any default under the Deed of Trust.


3. Attornment and Certificates. In the event Lender succeeds to the interest of Borrower as Landlord under the Lease, or if the Property or the Premises are sold pursuant to the power of sale under the Deed of Trust or otherwise pursuant to the exercise of remedies under the Deed of Trust, Tenant shall attorn to Lender, or a purchaser upon any such foreclosure sale, and shall recognize Lender, or such purchaser, thereafter as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of any further instrument. Tenant agrees, however, to execute and deliver at any time and from time to time, upon the request of any holder(s) of any of the indebtedness or other obligations secured by the Deed of Trust, or upon request of any such purchaser, (a) any instrument or certificate which, in the reasonable judgment of such holder(s), or such purchaser, may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment, and (b) an instrument or certificate regarding the status of the Lease, consisting of statements, if true (and if not true, specifying in what respect), (i) that the Lease is in full force and effect, (ii) the date through which rentals have been paid, (iii) the duration and date of the commencement of the term of the Lease, (iv) the nature of any amendments or modifications to the Lease, (v) that no default, or state of facts, which with the passage of time, or notice, or both, would constitute a default, exists on the part of either party to the Lease, (vi) the dates on which payments of additional rent, if any, are due under the Lease and (vii) such other matters as such holder(s) or such purchaser shall reasonably request.


4. Limitations. If Lender exercises any of its rights under the Assignment or the Deed of Trust, or if Lender shall succeed to the interest of Landlord under the Lease in any manner, or if any purchaser acquires the Property, or the Premises, upon or after any foreclosure


-2- 3 of the Deed of Trust, or any deed in lieu thereof, Lender or such purchaser, as the case may be, shall have the same remedies by entry, action or otherwise in the event of any default by Tenant (beyond any period expressed in the Lease within which Tenant may cure such default) in the payment of rent or in the performance or observance of any of the terms, covenants and conditions of the Lease on Tenant's part to be paid, performed or observed that the Landlord had or would have had if Lender or such purchaser had not succeeded to the interest of the present Landlord. From and after any such attornment, Lender or such purchaser shall be bound to Tenant under all the terms, covenants and conditions of the Lease and Tenant shall, from and after such attornment to Lender, or to such purchaser, have the same remedies against Lender, or such purchaser, for the breach of an agreement contained in the Lease that Tenant might have had under the Lease against Landlord, if Lender or such purchaser had not succeeded to the interest of Landlord. Provided, however, that Lender or such purchaser shall only be bound during
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