6.B.(1) Lease with Spark Design Studio

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12.2. Attornment. In the event any proceedings are brought for the foreclosure of, or in the event of conveyance by deed -in -lieu of foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Landlord covering the Premises, Tenant hereby attorns to the successor -in- interest of Landlord and covenants and agrees to execute an instrument in writing reasonably satisfactory to same whereby Tenant attorns to such successor -in- interest and recognizes such successor -in- interest as Landlord hereunder. 12.3. Subordination. (a) Landlord shall have the right at any time and from time -to -time to create security interests in the form of a mortgage, deed of trust or other similar lien or encumbrance (a "Mortgage") upon or affecting Landlord's fee estate in the Premises, or any part thereof, and the rights of Tenant under this Lease shall be subject and subordinate to any such Mortgage; provided, however, that in the event of any foreclosure or sale under any such Mortgage or the delivery by Landlord of any deed -in -lieu of foreclosure to the holder of any such Mortgage, then the holder of any such Mortgage agrees not to disturb Tenant's possession so long as Tenant is not in default under the terms of this Lease beyond any notice and/or cure periods provided for under this Lease and attorns to such holder or the foreclosure purchaser as Landlord under this Lease. Said subordination shall be self - operative and no further instrument of subordination shall be necessary unless required by any such Mortgage holder, in which event Tenant agrees to, within ten (10) days after request by Landlord or the Mortgage holder, execute any agreement reasonably required by such Mortgage holder to memorialize said subordination and to memorialize the terms of any related agreements between Tenant and such Mortgage holder. Any holder of any of any such Mortgage is herein referred to as "Landlord's Mortgagee(s)." Notwithstanding the foregoing, a Landlord's 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 Landlord's Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of any such Mortgage and had been assigned to such Landlord's Mortgagee. (b) This Lease shall be subject to and subordinate to all easements, restrictions, liens, encumbrances, rights -of -way, or other matters affecting the Premises of record. ARTICLE XIII. ASSIGNMENT AND SUBLETTING 13.1. Assignment and Subletting. (a) Tenant shall not sublet, mortgage, encumber or in any manner transfer, in whole or in part, this Lease, the Premises or any estate or interest in said Premises or Lease. Except as expressly permitted herein, Tenant shall not assign this Lease or any estate or interest therein or allow the occupancy thereof by any person or entity other than Tenant, without Landlord's prior written consent, which may be granted or withheld in Landlord's sole and absolute discretion. Consent by Landlord to one or more assignments of this Lease shall not operate to exhaust Landlord's rights under this Article XIII. In the event that Tenant, with or without the previous consent of Landlord, does assign or in any manner transfer this Lease or any estate or interest therein or sublet the Premises or any part thereof, or allow the occupancy thereof by any person or entity other than Tenant, Tenant shall not be released from any of its obligations under this Lease unless a release is given, in writing, by Landlord. (b) If this Lease is assigned or the Premises or any part thereof occupied by any entity other than Tenant, Landlord may collect rent from the assignee or occupant and apply the same to the Rent herein reserved, but no such assignment, occupancy or collection of Rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any sublease of the Premises shall be void. Landlord shall have the right, at any time, to immediately remove an occupant or than Tenant from the Premises along with any possession of said occupant, which shall be deemed to have been abandoned if not claimed by occupant within three (3) business days of their removal, and the Landlord's acceptance of rent from the occupant shall in no way waive any rights the Landlord may have against the occupant. The Tenant shall indemnify the Landlord for any actions, claims or demands made by the occupant or its assigns against the Landlord. . Any