Carbonite 2011 Annual Report Download - page 129

12.1 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 or any Holder, this Lease will be subject and subordinate at all times to all Security Documents, which
may now exist or hereafter be executed which constitute a lien upon or affect the Property or any portion thereof, or Landlord’
s interest and estate in any
of said items. Notwithstanding the foregoing, Landlord reserves the right to subordinate (or cause the subordination of) any such Security Documents to
this Lease. In the event of any termination or transfer of Landlord’
s estate or interest in the Property, the Building, the Datacenter or the Tenant Space by
reason of any termination or foreclosure of any such Security Documents (and notwithstanding any subordination of such Security Document to this
Lease that may or may not have occurred), at the election of Landlord’s successor in interest, Tenant agrees to attorn to and become the tenant of such
successor, in which event Tenant’s right to possession of the Property will not be disturbed as long as Tenant is not in default under this Lease. Tenant
hereby waives any right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the obligations of Tenant
hereunder in the event of any termination or transfer of Landlord’
s estate or interest in the Property, the Building, the Datacenter, or the Tenant Space by
reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute and deliver, within ten (10) business
days after receipt thereof, and in the form reasonably required by Landlord or any Holder, any additional documents evidencing the priority or
subordination of this Lease and Tenant’s agreement to attorn with respect to any such Security Document; provided, however, any such agreement
subordinating this Lease to such lease, mortgage or deed of trust shall contain a non-disturbance provision that is reasonably acceptable to such Holder,
Landlord and Tenant in accordance with Section 12.3, below.
12.2 Holder Protection . Tenant agrees to give each Noticed Holder, by registered or certified mail, a copy of any notice of default served upon
the Landlord by Tenant. Tenant further agrees that if Landlord shall have failed to cure such default within thirty (30) days after such notice to Landlord
(or if such default cannot be cured or corrected within that time, then within such additional time as may be necessary if Landlord has commenced such
cure within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default), then, prior to Tenant
pursuing any remedy for such default provided hereunder, at law or in equity, any Noticed Holder shall have an additional thirty (30) days within which
to cure or correct such default (or if such default cannot reasonably be cured or corrected within that time, then such additional time as may be necessary
if the Noticed Holder has commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such
default).
12.3 SNDA . At any time that the Building is hereafter made subject to any Security Document(s), Landlord shall use commercially reasonable
good faith efforts to cause the Holder to deliver an SNDA to Tenant. Notwithstanding anything herein to the contrary, the subordination of this Lease to
any Security Document hereafter placed upon the Building, and Tenant’s agreement to attorn to the Holder as provided in this Article 12, shall be
conditioned upon the Holder entering into an SNDA. Landlord represents to Tenant that, as of the Execution Date of this Lease, there is no mortgage
affecting the Building.
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12.
SUBORDINATION AND ATTORNMENT; HOLDER RIGHTS
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