Common use of SUBORDINATION OF LEASE Clause in Contracts

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Subject to Section 20.1 and the terms of Section 7.1, this Lease, and any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any Facility Mortgage, any ground or master lease, and all renewals, extensions, modifications modifications, consolidations and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under any such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trustFacility Mortgage. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor landlord under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Tenant shall not unreasonably withhold its consent to any amendment to this Lease reasonably required by such lender or ground lessor, provided that such amendment does not (i) increase Tenant's rental obligations or other financial obligations hereunder, or (ii) have a material adverse effect upon Tenant's rights hereunder, or (iii) materially increase Tenant's non-economic obligations hereunder, or (iv) decrease Landlord's obligations hereunder. Landlord shall exercise commercially reasonable efforts to require any future Facility Mortgagee or landlord under a ground lease affecting the Leased Property to provide Tenant with notice and an opportunity to cure Landlord defaults under the respective Facility Mortgage or ground lease. Any lease to which this Agreement Lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” a "SUPERIOR LEASE," and the lessor landlord of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” "SUPERIOR LANDLORD"; the Facility Mortgage and any other mortgage or deed of trust to which this Agreement Lease is, at the time referred to, subject and subordinate subordinate, is herein called “Superior Mortgage” a "SUPERIOR MORTGAGE," and the Facility Mortgagee and any other holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. "SUPERIOR MORTGAGEE." Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. Notwithstanding the obligations of Tenant hereunder, neither any Superior Mortgagee nor any Superior Landlord shall have an obligation to provide a non-disturbance agreement to Tenant. Any Superior Mortgagee or Superior Landlord shall have the right to terminate this Lease upon the foreclosure, deed in lieu of foreclosure or exercise of the power of sale with respect to the Leased Property; provided that, if such right is exercised because of (a) a non- monetary default by Landlord under the terms of the relevant loan agreement or ground lease not caused by an Event of Default hereunder or (b) a monetary default by Landlord (including a misapplication of Rent paid by Tenant) where Tenant is not in Default in the payment of Rent hereunder beyond the expiration of applicable notice and cure periods, then Landlord shall pay to Tenant the Fair Market Value of Tenant's leasehold estate as of the termination date in accordance with Section 24.1(b); provided further that (i) such fee shall be paid first by offsetting any amounts owed by Tenant to Landlord at such time and the balance (if any) shall be paid to Tenant in cash, and (ii) Tenant agrees to seek payment of such cash balance (if any) solely from Host O.P. (which, by its execution of this Lease, agrees to be primarily liable for Landlord's obligation under this subparagraph of Section 20.2) pursuant to the terms of the Facility Mortgagee Agreement, and shall not make any demand or claim therefor against Landlord, the Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of foreclosure or other party claiming under any of the foregoing. In the event a cash flow sweep structure is implemented by any Superior Mortgagee, and such structure remains in place for twelve (12) consecutive months, Tenant, at its election, upon not less than thirty (30) days Notice, may terminate this Lease effective as of the end of such twelve (12) month period. For any period prior to such termination date, (i) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (ii) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash flow sweep structure (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease, and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (ii). Likewise, for any period during which cash management procedures are implemented by or on behalf of any Superior Mortgagee, (a) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (b) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash management procedures (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease, and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (b). If Tenant elects to terminate this Lease pursuant to the termination right granted in the first sentence of this paragraph, Landlord shall pay to Tenant the Fair Market Value of Tenant's leasehold estate as of the termination date calculated in accordance with Section 24.1(b); provided, however, (x) such fee shall be paid first by offsetting any amounts owed by Tenant to Landlord at such time and the balance (if any) shall be paid to Tenant in cash, and (y) Tenant agrees to seek payment of such cash balance (if any) solely from Host O.P. (which, by its execution of this Lease, agrees to be primarily liable for Landlord's obligation to pay the cash balance referenced in this clause (y)) pursuant to the terms of the Facility Mortgagee Agreement, and shall not make any demand or claim therefor against Landlord, the Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of foreclosure or other party claiming under any of the foregoing. Subject to the termination rights of any Superior Landlord or Superior Mortgagee, if any, in the event that any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement Lease (any such person, “Successor Landlord”"SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Lease as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement Lease and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this AgreementLease), whereupon, this Agreement Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this AgreementLease, except that the Successor Landlord (unless formerly the landlord under this Agreement Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part party of any prior Landlord under this AgreementLease, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee theretoMortgagee, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement Lease to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantaforesaid.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease such subordination, however, shall be subject to which the provisions of, and conditioned upon receipt by Tenant of the nondisturbance agreement described in, the penultimate sentence of this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any Section 20.2. Any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage or any successor in interest thereto is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2, unless Tenant shall agree otherwise pursuant to any agreement between Tenant and such Superior Mortgagee. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or possession, termination of lease, foreclosure action or delivery action, assignment of a new lease or grant of deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance proceeds or Condemnation proceedsAwards), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant whereby such Superior Mortgagee shall agree to recognize Tenant. Notwithstanding the foregoing’s possessory and other rights under this Agreement notwithstanding any foreclosure or lease termination, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant subject to the terms provisions of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantSection 20.2.”

SUBORDINATION OF LEASE. This Agreement Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect lease back the Leased PropertyLand, or any portion thereofpart of the Project, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made may encumber the leasehold estate under such mortgages a sale and deeds of trust, leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of under any such trust deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called a “Superior Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to under any such lease is herein called a “Superior Landlord” Ground Lessor.”) This lease and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (any such person, the “Successor LandlordSNDA”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, . Tenant shall attorn agrees to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent SNDA to such Superior Lease or Mortgagecurrent First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property negotiate and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlordexecute same. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement and deliver to attorn, as aforesaid and Landlord agrees such further instruments consenting to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and confirming the subordination of this Agreement theretoLease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the mortgagee, lienholder or lessor, as applicable, terms and provisions of the SNDA shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantcontrol.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior LeaseSUPERIOR LEASE” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior LandlordSUPERIOR LANDLORD” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior MortgageSUPERIOR MORTGAGE” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior MortgageeSUPERIOR MORTGAGEE”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section SECTION 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor LandlordSUCCESSOR LANDLORD”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(bSECTION 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(bSECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Subject to Section 21.1 and any the last paragraph of this Section 21.2, this Lease, and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, subordination Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement Lease is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to to, is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement Lease is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”)Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord’s request's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize the such Successor Landlord as Tenant’s 's landlord under this Agreement Lease and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this AgreementLease, except that the Successor Landlord (unless formerly the landlord under this Agreement Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the the, part of any prior Landlord under this AgreementLease, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord)Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement Lease subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent for more than one (1) month in advance of the date due hereundermonth, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to the Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement Lease to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds)Tenant, or (g) required to remove any Person person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid aforesaid. Tenant's obligation to subordinate this Lease and Tenant's rights hereunder to any Superior Mortgage or Superior Lease shall be conditioned upon Landlord agrees to provide obtaining from any Superior Mortgagee or Superior Landlord, an agreement which shall be executed by Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and or Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, which shall provide in substance that so long as no Event of Default exists as would entitle Landlord or any portion thereof) in form and substance reasonably satisfactory such Superior Mortgagee or Superior Landlord to Tenant. Notwithstanding the foregoingterminate this Lease or would cause, without any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions further action of insurance proceeds or Awards received by Landlord or such Superior Mortgagee or Superior Landlord, the Successor Landlord required to be paid to Tenant pursuant to the terms termination of this AgreementLease or would entitle Landlord or such Superior Mortgagee or Superior Landlord to dispossess Tenant, andthis Lease shall not be terminated, as a condition to any mortgagenor shall Tenant's use, lien possession or lease in respect enjoyment of the Leased Property, in accordance with the terms and provisions of this Lease, be interfered with, nor shall the leasehold estate granted by this Lease be affected in any other manner, in any foreclosure or any portion thereofaction or proceeding instituted under or in connection with such Superior Mortgage or Superior Lease, and or in the subordination event such Superior Mortgagee or Superior Landlord takes possession of the Leased Property pursuant to any provisions of such Superior Mortgage or Superior Lease, unless Landlord or such Superior Mortgagee or Superior Landlord would have had such right of termination pursuant to this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which Lease. Such agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantcustomarily used by the holder of any such Superior Mortgage or Superior Lease.

SUBORDINATION OF LEASE. This Subject to Section 20.1 and this Section 20.2, upon Notice from Landlord, Tenant shall execute and deliver an agreement, in form and substance reasonably satisfactory to Landlord and Tenant, subordinating this Agreement and to any and all rights of Tenant hereunder are and Encumbrance permitted pursuant to Section 20.1; provided, however, that such subordination shall be subject and subordinate to any ground on the express condition that the terms of this Agreement shall be recognized by the mortgagee or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds holder of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds deed of trust and all consolidations any purchaser of the Leased Property at any foreclosure sale (a "Successful Purchaser") and that such mortgages mortgagee, holder or Successful Purchaser shall honor and deeds be bound by this Agreement and that, notwithstanding any default by Landlord under such Encumbrance or any foreclosure thereof, Tenant's possession of trustthe Leased Property and rights and obligations under this Agreement shall not be affected thereby and this Agreement shall not be terminated other than in accordance with its terms. This section The foregoing agreements shall be self-operative and no further instrument binding on any purchaser of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordinationLeased Property at foreclosure. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord Mortgagee or Superior Mortgagee any Successful Purchaser, shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Percentage Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (ed) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (ge) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord; provided, however, that any offset rights of Tenant pursuant to Section 14.3(a) that, prior thereto, accrued in Tenant's favor shall continue and Tenant shall be entitled to offset the remaining balance of such deficient amounts plus interest therein from the date of funding at the Disbursement Rate against Rent payable by Tenant to such Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord, any Successor Landlord and/or Superior Mortgagee shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Landlord, Successor Landlord and/or Superior Mortgagee, respectively, and required to be paid to Tenant or otherwise applied to the cost of repair, restoration or rebuilding of the Leased Property pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Subject to Section 19.1 and this Section 19.2, upon Notice from Landlord, Tenant shall execute and deliver an agreement, in form and substance reasonably satisfactory to Landlord and Tenant, subordinating this Agreement and to any and all rights of Tenant hereunder are and Encumbrance permitted pursuant to Section 19.1; provided, however, that such subordination shall be subject and subordinate to any ground on the express condition that the terms of this Agreement shall be recognized by the mortgagee or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds holder of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds deed of trust and all consolidations any purchaser of the Leased Property at any foreclosure sale (a "Successful Purchaser") and that such mortgages mortgagee, holder or Successful Purchaser shall honor and deeds be bound by this Agreement and that, notwithstanding any default by Landlord under such Encumbrance or any foreclosure thereof, Tenant's possession of trustthe Leased Property and rights and obligations under this Agreement shall not be affected thereby and this Agreement shall not be terminated other than in accordance with its terms. This section The foregoing agreements shall be self-operative and no further instrument binding on any purchaser of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordinationLeased Property at foreclosure. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.219.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord Mortgagee or Superior Mortgagee any Successful Purchaser, shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (ed) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (ge) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord, any Successor Landlord and/or Superior Mortgagee shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Landlord, Successor Landlord and/or Superior Mortgagee, respectively, and required to be paid to Tenant or otherwise applied to the cost of repair, restoration or rebuilding of the Leased Property pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Subject to Section 20.1 and the terms of Section 7.1, this Lease, and any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any Facility Mortgage, any ground or master lease, and all renewals, extensions, modifications modifications, consolidations and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under any such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trustFacility Mortgage. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor landlord under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Tenant shall not unreasonably withhold its consent to any amendment to this Lease reasonably required by such lender or ground lessor, provided that such amendment does not (i) increase Tenant's rental obligations or other financial obligations hereunder, or (ii) have a material adverse effect upon Tenant's rights hereunder, or (iii) materially increase Tenant's non-economic obligations hereunder, or (iv) decrease Landlord's obligations hereunder. Landlord shall exercise commercially reasonable efforts to require any future Facility Mortgagee or landlord under a ground lease affecting the Leased Property to provide Tenant with notice and an opportunity to cure Landlord defaults under the respective Facility Mortgage or ground lease. Any lease to which this Agreement Lease is, at the time referred to, subject and subordinate is herein called “a "Superior Lease” ," and the lessor landlord of a Superior Lease or its successor in interest at the time referred to is herein called “"Superior Landlord” "; the Facility Mortgage and any other mortgage or deed of trust to which this Agreement Lease is, at the time referred to, subject and subordinate subordinate, is herein called “a "Superior Mortgage” ," and the Facility Mortgagee and any other holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”. ." Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If Notwithstanding the obligations of Tenant hereunder, neither any Superior Mortgagee nor any Superior Landlord shall have an obligation to provide a non-disturbance agreement to Tenant. Any Superior Mortgagee or Superior Landlord shall have the right to terminate this Lease upon the foreclosure, deed in lieu of foreclosure or exercise of the power of sale with respect to the Leased Property; provided that, if such right is exercised because of (a) a non-monetary default by Landlord under the terms of the relevant loan agreement or ground lease not caused by an Event of Default hereunder or (b) a monetary default by Landlord (including a misapplication of Rent paid by Tenant) where Tenant is not in Default in the payment of Rent hereunder beyond the expiration of applicable notice and cure periods, then Landlord shall pay to Tenant the Fair Market Value of Tenant's leasehold estate as of the termination date in accordance with Section 24.1(b); provided further that (i) such fee shall be paid first by offsetting any amounts owed by Tenant to Landlord at such time and the balance (if any) shall be paid to Tenant in cash and (ii) Tenant agrees to seek payment of such cash balance (if any) solely from Host O.P. (which, by its execution of this Lease, agrees to be primarily liable for Landlord's obligation under this subparagraph of Section 20.2) pursuant to the terms of the Facility Mortgagee Agreement, and shall not make any demand or claim therefor against Landlord, the Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of foreclosure or other party claiming under any of the foregoing. In the event a cash flow sweep structure is implemented by any Superior Mortgagee for any period during the continued implementation of such structure, (i) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (ii) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash flow sweep structure (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease, and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (ii). Likewise, for any period during which cash management procedures are implemented by or on behalf of any Superior Mortgagee, (a) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (b) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash management procedures (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease, and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (b). Subject to the termination rights of any Superior Landlord or Superior Mortgagee, if any, in the event that any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement Lease (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Lease as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement Lease and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this AgreementLease), whereupon, this Agreement Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this AgreementLease, except that the Successor Landlord (unless formerly the landlord under this Agreement Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this AgreementLease, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee theretoMortgagee, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement Lease to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantaforesaid.

SUBORDINATION OF LEASE. This Agreement Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Project, and/or the Land, or any part thereof or any interest therein, may sell and lease back the Land or any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements part thereof, and to all mortgages and deeds of trust, which may now or hereafter affect encumber the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor leasehold estate under any sale and leaseback arrangement with a mortgage or trust deed. Any such lease mortgage or trust deed is herein called a “MORTGAGE” and the holder of any such mortgage or the trustee or beneficiary of under any such trust deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called a “Superior LeaseMORTGAGEE.” Any such lease of the land underlying the Building or Project (or any part thereof) is herein called a “GROUND LEASE” and the lessor of a Superior Lease or its successor in interest at the time referred to under any such lease is herein called a “Superior LandlordGROUND LESSOR.” This Lease and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant hereunder shall attorn be and are hereby expressly made subject to and recognize subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement)security thereof, whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord subject to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenantnon-disturbance rights hereinafter set forth. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to provide Tenant with a non-disturbance agreement from any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions Mortgagee or Ground Lessor existing as of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms date of execution of this Agreement, and, as a condition to Lease and any mortgage, lien future Mortgagee or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such paymentsGround Lessor, which agreement shall be embodied on the Mortgagee’s or Ground Lessor’s customary form with changes thereto as reasonably requested by Tenant, and may include the provisions set forth below in an this Section 23. Tenant agrees to execute and deliver to Landlord any further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing any other reasonable provisions which may be requested in writing by Landlord within thirty (30) days after Tenant’s receipt of Landlord’s written request; provided that any such instrument shall also include recognition and non-disturbance provisions to the effect that the Mortgagee or Ground Lessor, as the case may be, will not disturb Tenant’s continued occupancy of the Premises under this Lease so long as Tenant is not in Default hereunder, which recognition and non-disturbance provisions may contain such other terms and conditions as are contained in the Mortgagee’s or Ground Lessor’s customary form of subordination, non-disturbance and attornment agreement, with changes thereto as reasonably satisfactory to requested by Tenant, and including customary notice and cure rights in favor of the Mortgagee or Ground Lessor.

SUBORDINATION OF LEASE. To the extent necessary, Landlord reserves the right to place liens and encumbrances on the Property, including the Building and the Premises, superior in lien and effect to this Lease. This Agreement and any Lease, and all rights of Tenant hereunder are and hereunder, shall be subject and subordinate to any ground or master lease, liens and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may encumbrances now or hereafter affect imposed by Landlord upon the Leased PropertyPremises, Building, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims byand Xxxxxx agrees to promptly execute, through acknowledge, and deliver to Landlord or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attornlender, as aforesaid the case may be, a subordination, attornment and Landlord agrees to provide Tenant with non-disturbance agreement (an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof“SNDA”) in any form as may be reasonably requested by Landlord or Landlord’s lender, and substance reasonably satisfactory which shall in all events provide that the holder of such superior interest agrees that so long as Tenant is not in default of its obligations under this Lease beyond the expiration of applicable cure and/or grace periods, this Lease and Xxxxxx’s use and occupancy of the Premises shall not be affected, disturbed or otherwise interfered with by the holder of such interest. Concurrent with Xxxxxx’s execution and delivery to Landlord of this Lease, Tenant shall execute and deliver to Landlord an SNDA required by Xxxxxxxx’s lender on Landlord’s lender’s commercially reasonable form of SNDA and attached hereto as Exhibit G. Landlord shall cause the same to be fully executed by Xxxxxxxx’s mortgagee and shall tender the same to Tenant no later than sixty (60) days from the date Tenant so tenders to Landlord this Lease and the SNDA executed by Tenant. Notwithstanding In addition to the foregoing, any Successor at Tenant’s cost, Landlord shall be liable (a) use commercially reasonable efforts to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, obtain for the benefit of Tenant a subordination and non-disturbance agreement from any future Landlord’s mortgagee on such Xxxxxxxx’s mortgagee’s standard form. In the event any proceedings are brought for the foreclosure of any mortgage on the Premises, Tenant will attorn to the purchaser at the foreclosure sale and recognize such purchaser as the Landlord under this Lease; provided the purchaser has ·expressly assumed, as substitute Landlord, the terms and conditions of this Lease. Tenant waives any right of election to terminate this Lease because of any such foreclosure proceedings; so long as Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant’s rights under this Lease are preserved.

SUBORDINATION OF LEASE. This Agreement Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Property, any part thereof or any interest therein, may sell and lease back the Property or any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements part thereof, and to all mortgages and deeds of trust, which may now or hereafter affect encumber the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made leasehold estate under such mortgages a sale and deeds of trust, leaseback arrangement with a mortgage or trust deed. Any such mortgage or trust deed is herein called a "Mortgage" and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of under any such trust deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior "Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any ." Any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord Property (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof) is herein called a "Ground Lease" and the lessor under any such lease is herein called a "Ground Lessor." This Lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, except if such person claims byand to all amendments, through modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or under hereafter to be made upon the Successor Landlordsecurity thereof. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any future Mortgage and to any future Ground Lease and containing such other reasonable provisions which may be requested in writing by Landlord within ten (10) business days after Tenant's receipt of such written request; provided that any such instrument shall also include recognition and non disturbance provisions to the effect that the Mortgagee or Ground Lessor, as the case may be, will not disturb Tenant's continued occupancy of the Premises and other rights and options under this Lease in accordance with the terms hereof so long as Tenant is not in Default hereunder (any such instrument, an "SNDA") (which execution and delivery by Tenant of such SNDA may, at such Mortgagee's or Ground Lessor's election, be a condition to such Mortgagee's or Ground Lessor's execution and delivery thereof), which SNDA provisions may contain such other terms and conditions as are contained in the Mortgagee's or Ground Lessor's customary form of subordination, non disturbance and attornment agreement, which may include, in any time event, the provisions set forth below in this Section 24. Notwithstanding the foregoing or anything herein to the contrary, as to any Mortgage or Ground Lease to which this Lease is currently subordinate, as provided above, and, as to any future Mortgage or Ground Lease to which this Lease will become subordinate, as provided above, Landlord shall, at Tenant's written request, use reasonable efforts to obtain an SNDA meeting the requirements set forth above, within thirty (30) days following the date of such request by Tenant, duly executed on behalf of such Mortgagee and/or Ground Lessor (which execution and delivery by Tenant of such SNDA may, at such Mortgagee's or Ground Lessor's election, be a condition to such Mortgagee's or Ground Lessor's execution and delivery thereof). In the event of a conflict between the terms of any SNDA in effect from time to time to execute a suitable instrument in confirmation and the provisions of Tenant’s agreement to attornthis Section 24, as aforesaid between Tenant and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior applicable Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Propertyor Ground Lessor, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, SNDA shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.control. B.

SUBORDINATION OF LEASE. This Agreement Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect lease back the Leased PropertyLand, or any portion thereofpart of the Project, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made may encumber the leasehold estate under such mortgages a sale and deeds of trust, leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a "MORTGAGE" and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of under any such trust deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” a "MORTGAGEE." Any such lease of the Land or other part of the Project is herein called a "GROUND LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to under any such lease is herein called “Superior Landlord” a "GROUND LESSOR.") This lease and any mortgage or deed the rights of trust Tenant hereunder shall be and are hereby expressly made subject to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”security thereof. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) business days after Tenant's receipt of such written request; provided that any such instrument with respect to future Mortgages or Ground Leases shall have no obligations also include recognition and non-disturbance provisions to the effect that the Mortgagee or Ground Lessor, as the case may be, will not disturb Tenant's continued occupancy of the Premises under any Superior Lease this lease so long as Tenant is not in Default (i.e., meaning beyond applicable notice and cure period) hereunder, which recognition and non-disturbance provisions may contain such other terms and conditions as are contained in the Mortgagee's or Superior Mortgage other than those expressly Ground Lessor's customary form of subordination, non-disturbance and attornment agreement (which may include the provisions set forth below in this Section 20.220). If any Superior Landlord or Superior Mortgagee or Without limitation of the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s requestforegoing, Tenant shall attorn hereby agrees to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment Landlord, upon Landlord's or Tenant's request, three (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all 3) originals of the terms, conditions existing Mortgagee's standard form of Subordination Nondisturbance and covenants as are set forth in this Attornment Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued commercially reasonable modifications as are mutually agreeable to Tenant against any prior Landlordand such Mortgagee (herein, (d) bound by any modification of this Agreement subsequent the "INITIAL SNDA"). Landlord shall use commercially reasonable efforts to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than cause the existing Mortgagee to execute and return one (1) month in advance fully executed original of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable Initial SNDA to Tenant beyond within thirty (30) days following the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantdate hereof.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are agrees that this Lease is and shall be subject and subordinate to any all ground or master leaseleases, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Propertymortgages, or any portion thereof, other encumbrances now placed or any improvements thereon and/or any of such leases, whether which may be placed in the future upon the Building or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustreal property on which the Building is located, and Tenant further agrees that within ten (10) days after being requested in writing to all renewalsdo so by Landlord, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationany Mortgagee or the lessor under any ground lease, Tenant shall promptly will execute, sign, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may documents reasonably request required to evidence confirm such subordination. Any lease The foregoing subordination is expressly conditioned upon Tenant being granted in such subordination agreement the right to which this Agreement is, at continued occupancy of the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor Premises in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter accordance with the terms of this Agreement)Lease for so long as Tenant is not in default hereunder, whereupon, this Agreement shall continue notwithstanding any mortgage foreclosure or termination of ground lease. In addition to and not in full force and effect as a direct lease between the Successor Landlord and Tenant upon all derogation of the terms, conditions and covenants as are subordination set forth above, in this Agreement, except that the Successor Landlord (unless formerly event of the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part termination of any prior Landlord under this Agreement, (b) responsible for any monies owing by ground lease or on deposit with any prior Landlord to in the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance event of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance institution of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by foreclosure proceedings, Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds)agrees, or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect upon request of the Leased Property, or any portion thereof, and the subordination of this Agreement theretoground lessor, the mortgagee, lienholder or any purchaser at foreclosure sale, as the case may be, (1) to attorn and pay rent, and (2) to execute a new lease with such ground lessor, mortgagee, trustee or purchaser for the remainder of the Term upon the same terms and conditions as set forth herein. In the event mortgagee, or ground lessor shall elect to have this Lease prior to the lien of its mortgage or ground lease and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or ground lease. Tenant agrees that no entry under any such ground lease, mortgage or sale for the purpose of foreclosing the same shall (i) be regarded as an eviction of the Tenant, constructive or otherwise, (ii) give Tenant any right to terminate this Lease, whether it attorns or becomes tenant of the ground lessor, mortgagee, or purchaser or not, or (iii) give Tenant any claim against such ground lessor, mortgagee or purchaser for any breach hereunder by Landlord occurring prior to the action of entry, foreclosure and/or sale, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are Lease is and shall be subject and subordinate to any ground and all mortgages, deeds of trust or master leaseland leases now existing upon or that may be hereafter placed upon the leased premises, and to all advances made or to be made thereon, and all renewals, extensionsmodifications, modifications and consolidations, replacements or extensions thereof, and to all mortgages and deeds the lien of trustany such mortgages, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and land leases shall be superior to all consolidations rights hereby or hereunder vested in Tenant, to the full extent of all sums secured thereby; provided, however, that each such mortgage, deed of trust or land lease now or hereafter encumbering the leased premises shall provide by its terms, or the holder of such mortgages and deeds mortgage or deed of trust, or the lessor under such land lease, shall by a separate agreement agree that, in the event of foreclosure of such mortgage or deed of trust, or the termination of such land lease by reason of default, Tenant shall remain undisturbed under this Lease so long as Tenant complies with all of the terms, obligations and conditions hereunder. This section provision shall be self-operative operative, and no further instrument of subordination shall be requirednecessary to effectuate such subordination; and the recording of any such mortgage, deed of trust or land lease shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease upon request of Landlord or the holder of any such mortgage or the trustee or beneficiary of any mortgage, deed of trust trust, or land lease, execute and deliver to Landlord within ten (10) days any instrument acknowledging such subordination that Landlord or such holder may reasonably request. Tenant agrees to attorn to any person or entity who may acquire title to the leased premises by way of transfer or foreclosure provided that such transferee or purchaser agrees to recognize Tenant's rights under the Lease so long as Tenant is not in default in any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”obligations hereunder. Tenant shall have no also, within ten (10) days after Landlord's request, execute an attornment agreement evidencing the obligations under any Superior Lease or Superior Mortgage other than those expressly set forth of Tenant herein to attorn to such mortgagee in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee event of any Superior Landlord or Superior Mortgagee shall succeed to a future succession of the rights of Landlord under this Agreement (herein to any such personmortgagee, “Successor deed of trust holder or land lessor of the leased premises. In the event of any act or omission of Landlord constituting a default by Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn not exercise any remedy until Tenant has given Landlord and any mortgagee, deed of trust holder or land lessor of the leased premises a prior thirty (30) day written notice of such act or omission and until a reasonable period of time to allow Landlord or the mortgagee, deed of trust holder or land lessor to remedy such act or omission shall have elapsed following the giving of such notice; provided, however, if such act or omission cannot, with due diligence and recognize in good faith, be remedied within such thirty (30) day period, the Successor Landlord and any mortgagee, deed of trust holder or land lessor shall be allowed such further period of time as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may be reasonably request to evidence such attornment (necessary provided that it commences remedying the same with due diligence and in good faith within said thirty (30) day period. Nothing herein contained shall be construed or interpreted as requiring any mortgagee, deed of trust holder or land lessor to remedy such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Subject to Landlord delivering to Tenant a subordination, non-disturbance and attornment agreement (“SNDA”) from its present Fee Mortgagee and any and all rights subsequent Fee Mortgagee or Overlandlord on such fee Mortgagee’s or Overlandlord’s form of Tenant hereunder are SNDA, this Lease is and shall be subject and subordinate to (a) any ground or master lease, and all renewals, extensions, modifications and replacements thereof, Underlying Lease and to all mortgages any amendment, modification, renewal or extension thereof and deeds of trust, which may now or hereafter affect the Leased Property, or (b) any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, Fee Mortgage and to each and every advance made or hereafter to be made under such mortgages and deeds of trust, thereunder and to all renewals, modifications, amendments, consolidations, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trustor extension thereof. This section clause shall be self-operative and with the exception of the SNDA, no further instrument of subordination shall be required. In confirmation Tenant shall have the right to negotiate the terms of such subordinationthe SNDA with Landlord’s Fee Mortgagee or Overlandlord, it being understood that after the expiration of ten (10) days from Tenant’s receipt of a draft SNDA, Tenant shall promptly executeexecute the form provided by Landlord’s Fee Mortgagee or Overlandlord. Landlord represents that there is no current Fee Mortgage on the Property. In the event of any act or omission by Landlord which would or may give Tenant the right to terminate this Lease or to claim a partial or total eviction, acknowledge and deliver Tenant shall not exercise any instrument that such right until (a) it has given notice thereof to Landlord, and to any Overlandlord or Fee Mortgagee whose names and addresses have been furnished to Tenant and (b) a reasonable period of time for remedying such act or omission shall have elapsed following such giving of notice during which the lessor under any parties to whom such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust notice has been given, or any of their respective successors in interest may reasonably request to evidence them, have not commenced with reasonable diligence the remedying of such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject . With reference to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound assignment by any modification Landlord of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in this Lease, or the Leased Property rents payable hereunder, conditional in nature or otherwise, which assignment is made to an Overlandlord or Fee Mortgagee, Tenant agrees: (i) that the execution thereof by Landlord, and the rentsacceptance thereof by such Overlandlord or Fee Mortgagee, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance shall never be treated as an assumption by such Overlandlord or Fee Mortgagee of any work of the obligations of Landlord hereunder unless such Overlandlord or Fee Mortgagee shall, by notice sent to Tenant, specifically otherwise elect; and (ii) that, except as aforesaid, such Fee Mortgagee or Overlandlord shall be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to treated as having assumed Landlord’s obligations under Section 5.1.3(b) hereunder only, in the case of a Fee Mortgagee, upon foreclosure by such Fee Mortgagee and the taking of possession of the Premises or, in the case of an Underlying Lease, the assumption of Landlord’s position hereunder by such Overlandlord. In no event shall the acquisition of title to the Building by a purchaser which, simultaneously therewith, leases the entire Building back to the seller thereof be treated as an assumption, by operation of law or with respect otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to any insurance or Condemnation proceeds)such seller-lessee, or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and its successors from time to time to execute a suitable instrument in confirmation title, for performance of TenantLandlord’s agreement to attornobligations hereunder. For all purposes, as aforesaid such seller-lessee, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Propertyits successors in title, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), the landlord hereunder unless and (b) to pay to Tenant any portions of insurance proceeds or Awards received until Landlord’s position shall have been assumed by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or such purchaser-lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect lease back the Leased PropertyLand, or any portion thereofpart of the Project, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made may encumber the leasehold estate under such mortgages a sale and deeds of trust, leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage,” and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of under any such trust deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called a “Superior Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease,” and the lessor of a Superior Lease or its successor in interest at the time referred to under any such lease is herein called a “Superior Landlord” Ground Lessor”). This Lease and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant hereunder shall attorn be and are hereby expressly made subject to and recognize subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly security thereof. Xxxxxx agrees to execute and deliver any instrument that to Landlord such Successor Landlord may reasonably request further commercially reasonable instruments consenting to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and confirming the subordination of this Agreement theretoLease to any Mortgage and to any Ground Lease, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit containing a customary non-disturbance provision in favor of Tenant, and containing such other provisions which may be requested in writing by Landlord within twenty (20) days after Xxxxxx’s receipt of such written request. Within a reasonable time following the date of any new Mortgage or Ground lease, Landlord shall cause the Mortgagee or Ground Lessor as applicable to make such paymentsenter into a commercially reasonable subordination, which non-disturbance, and attornment agreement shall be embodied in an instrument in form reasonably satisfactory to with Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground A. Landlord may have heretofore encumbered or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now hereafter encumber with a mortgage or hereafter affect trust deed the Leased PropertyBuilding, or any portion thereofinterest therein, and may have heretofore sold and leased back or any improvements thereon and/or any of such leasesmay hereafter sell and lease back the land on which the Building is located, whether and may have heretofore encumbered or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or may hereafter to be made encumber the leasehold estate under such mortgages lease with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a "Mortgage" and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee beneficiary under any such trust deed is herein called a "Mortgagee". Any such lease of the underlying land is herein called a "Ground Lease", and the lessor under any such lease is herein called a "Ground Lease". Any Mortgage which is a first lien against the Building, the land on which the Building is located, the leasehold estate of the lessor under a Ground Lease (if the property is not then subject to an unsubordinated mortgage) is herein called a "First Mortgage" and the holder or beneficiary of or Ground Lessor under any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement First Mortgage is herein called a "First Mortgagee.") This Lease is, at the time referred toor shall be, subject and subordinate is herein called “Superior Lease” and to any First Mortgage encumbering the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord Building as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the termsCommencement Date. This provision shall be self-operative, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) no further instrument of subordination and shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if effectuate such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenantsubordination. Notwithstanding the foregoing, any Successor and as a condition to Tenant's obligations under this Lease, Landlord shall be liable obtain from its lender a non-disturbance agreement, in commercially reasonable form (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to which shall mean that such agreement does not materially change the terms of this AgreementLease or Tenant's rights or obligations hereunder), andproviding that notwithstanding the Foreclosure of a First Mortgage, so long as a condition to any mortgageTenant shall not be in Default, lien Tenant's right of possession shall not be disturbed or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make affected by such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantforeclosure.

SUBORDINATION OF LEASE. This Agreement Subject to Section 19.1 and this Section 19.2, this Agreement, any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be requiredrequired provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee and/or Superior Landlord, consistent with the provisions of this Section 19.2 and otherwise in form and substance reasonably satisfactory to Tenant. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to to, is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.219.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord Landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Nothing contained in this Section 19.2 shall relieve Landlord from any Successor Landlord shall be liable (a) to pay liability to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, following the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit exercise of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantremedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”"SUPERIOR MORTGAGEE". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section SECTION 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”"SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(bSECTION 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(bSECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”"SUPERIOR MORTGAGEE". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section SECTION 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”"SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(bSECTION 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(bcomply with the provisions of SECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such paymentscomply with subsections (a) and (b) above, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Subject to Section 20.1 and this ---------------------- ------------ Section 20.2, this Agreement, any and all rights of Tenant hereunder hereunder, are and ------------ shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be requiredrequired provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee, consistent with the provisions of this Section 20.2 and ------------ otherwise in form and substance reasonably satisfactory to Tenant, the benefits of which agreement shall also extend to any Leasehold Mortgagee. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the -------------- lessor of a Superior Lease or its successor in interest at the time referred to to, is herein called “"Superior Landlord” " and any mortgage or deed of trust to which ----------------- this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior ----------------- Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no ------------------ obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. ------------ If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), ------------------ whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or ---------------- with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Nothing contained in this Section 20.2 shall relieve ------------ Landlord from any Successor Landlord shall be liable (a) to pay liability to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, following the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit exercise of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantremedies by a Superior Mortgage.

SUBORDINATION OF LEASE. This Agreement and any Lease, and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any all ground leases of the Property now or master lease, and all renewals, extensions, modifications and replacements thereof, hereafter existing and to all mortgages and or trust deeds (all of trustwhich are hereafter referred to collectively as "Mortgages"), which may now or hereafter affect the Leased Property, or encumber all or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust the Property and the Building. This subordination shall also cover other lands and/or buildings and/or leases, apply to each and every advance made made, or hereafter to be made made, under such mortgages and deeds of trust, and Mortgages; to all renewals, modifications, replacements and extensions of such leases Mortgages; and such mortgages to "spreaders" and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be requiredMortgages. In confirmation of such subordination, Tenant shall from time to time promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors Landlord may from time to time reasonably require in interest may reasonably request order to evidence or confirm such subordination. Subject to the provisions of Section 6.3 if Tenant fails to execute, acknowledge or deliver any such instrument within twenty (20) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is coupled with an interest, to execute and deliver any such instruments for and on behalf of Tenant. Tenant acknowledges that this Lease has been (and, in the future, may be) assigned by Landlord to a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such Superior Mortgagee. Any ground lease to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Lease” and ," the lessor of under a Superior Lease or its successor in interest at the time is hereinafter referred to is herein called “as a "Superior Landlord” Lessor", and the lessee thereunder, a "Superior Lessee"; and any mortgage or deed of trust Mortgage to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Mortgage” ," and the holder, trustee or beneficiary holder of a Superior Mortgage is herein called “hereinafter referred to as a "Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. ." Notwithstanding the foregoing, any Successor Landlord shall at Landlord's election, this Lease may be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant made senior to the terms lien of this Agreementany Superior Mortgage, and, as a condition to any mortgage, lien or lease in respect of if and only if the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantSuperior Mortgagee thereunder so requests.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and Subject to this Section 15.2, this Agreement, any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master leaseall mortgages, and all renewalsdeeds to secure debt, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, trust which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leasesthereon, to each and every advance made or hereafter to be made under such mortgages mortgages, deeds to secure debt, and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages mortgages, deeds to secure debt, and deeds of trust and all consolidations of such mortgages mortgages, deeds to secure debt, and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be requiredrequired provided that Tenant has received a nondisturbance and attornment agreement from each Project Mortgagee consistent with the provisions of this Section 15.2 and otherwise in form and substance reasonably satisfactory to Tenant. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or deed to secure debt or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease mortgage, deed to which this Agreement issecure debt, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called a “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. .” If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor LandlordLandlord shall recognize Tenant’s request, rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, whereupon this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord Landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this AgreementAgreement (provided that such Successor Landlord shall be obligated to cure any defaults of the prior Landlord which are of a continuing nature), (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim offsets or setoff counterclaims which theretofore accrued to Tenant against any prior Landlord, except for any offsets which relate to a failure by any prior Landlord to fund any Capital Expenditures required to be funded pursuant to the terms of this Lease and which remain unfunded by such Successor Landlord, (dc) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Base Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord Mortgagee, or the Superior Mortgagee thereto, (ed) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Nothing contained in this Section 15.2 shall relieve Landlord from any Successor Landlord shall be liable (a) to pay liability to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, following the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit exercise of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantremedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. This Agreement Lease and any and all rights the estate of Tenant hereunder are and shall be and remain subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds deed of trust, mortgage lien or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may now encumber the Premises (such ground lease, deed of trust, mortgage lien or hereafter affect the Leased Propertycharge, or any portion thereofreciprocal easement agreement or other operating agreement and any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to the rights of Tenant hereunder and all persons claiming through and under Tenant, or any improvements thereon and/or any otherwise, in the Premises. Tenant's acknowledgement and agreement of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section subordination provided for in this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation However, Tenant, on Tenant's behalf, and on behalf of such subordinationall persons claiming through and under Tenant, Tenant shall promptly executecovenants and agrees that, acknowledge and deliver any instrument that Landlord, from time to time at the lessor under any such lease request of Landlord or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s requestEncumbrance, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly will execute and deliver any instrument that such Successor Landlord may necessary or proper instruments or certificates reasonably request necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject Tenant's consent to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to TenantEncumbrance. Notwithstanding the foregoing, any Successor Landlord holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrance, this Lease shall be liable (a) deemed to pay have priority over such Encumbrance, whether this Lease is dated prior to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant subsequent to the terms date of such Encumbrance. Notwithstanding anything to the contrary contained in this AgreementSection 19.1, and, as a condition to no holder of any mortgage, lien or lease in respect Encumbrance shall disturb Tenant's use and occupancy of the Leased Property, or Premises so long as Tenant is not in default of any portion thereof, and of its obligations hereunder beyond the subordination expiration of this Agreement thereto, any cure period after the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit giving of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantall required notices.

SUBORDINATION OF LEASE. This Agreement and any and all The rights of the Tenant hereunder are and under this lease shall be and are subject and subordinate at all times to any all ground leases, and/or underlying leases, if any, now or master leasehereafter in force against the Property, and all renewals, extensions, modifications and replacements thereofto the lien of any mortgage or mortgages now or hereafter in force against such leases and/or the Property, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance advances made or hereafter to be made under such mortgages and deeds of trustupon the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the Landlord under any such ground or underlying lease shall agree that insurance proceeds may be applied to restoration of the improvements on the Premises in accordance with the provisions of this lease, and that upon the termination of such leases lease or any leasehold estate through which this lease is derived that such Landlord will accept the attornment of Tenant under this lease, and any renewal terms of this lease, provided Tenant attorns to such Landlord, for the balance of the term of this lease, upon all the executory provisions of this lease, and in the case of the holder of any mortgage or mortgages against the property, that such holder agrees that insurance proceeds may be applied to restoration of the improvements on the Premises in accordance with the provisions of this lease, and deeds that such holder agrees that the Tenant under this lease will not be joined in any foreclosure proceedings for the purpose of trust cutting off the leasehold estate of Tenant in this lease and all consolidations that thereby Tenant’s possession of the Premises shall remain undisturbed notwithstanding the institution or prosecution of any such mortgages and deeds of trustforeclosure proceeding. This section shall be Section is self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and subordination Tenant shall promptly execute such further instruments as may be requested by the Landlord. The Tenant hereby irrevocably appoints the Landlord as attorney-in-fact for the Tenant with full power and authority to execute and deliver in the name of the Tenant any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter or instruments. Tenant, at the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part option of any prior Landlord under this Agreementmortgagee, (b) responsible for any monies owing by or on deposit with any prior Landlord agrees to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent attorn to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest mortgagee in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance event of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) a foreclosure sale or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part deed in lieu thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”"SUPERIOR MORTGAGEE". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section SECTION 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”"SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(bSECTION 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(bSECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be Lease is subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter be placed upon or affect the Leased Property, property or any portion thereof, or any improvements thereon and/or any Buildings of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustwhich the Premises are a part, and to all renewals, modifications, consolidations, replacements and extensions hereof, provided that the holder(s) of such leases and such mortgages and deeds mortgage(s) shall agree in writing not to disturb the possession of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, the Premises by Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Tenant under this Lease so long as Tenant is not in material default (subject to applicable notice and cure rights in favor of Tenant as contained in this Lease) in the performance of its obligations thereunder and, in the event of foreclosure, Tenant agrees to look solely to the mortgagee’s interest in the Property for the payment and discharge of any obligations imposed upon the mortgagee or Landlord under this Agreement (any such person, “Lease. In the event that a Successor Landlord”), whether through possession or foreclosure action or delivery as hereinafter defined, takes title to the Property, (i) Successor Landlord shall be bound to Tenant under all of a new lease or deedthe terms and conditions of this Lease, or otherwise, at such Successor Landlord’s request, (ii) Tenant shall recognize and attorn to and recognize the Successor Landlord as Tenant’s direct landlord under this Agreement Lease, and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of iii) this Agreement), whereupon, this Agreement Lease shall continue in full force and effect effect, in accordance with its terms, as a direct lease between the Successor Landlord and Tenant upon all of the termsTenant. This clause shall be self-operative, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (no further instrument or subordination shall be necessary unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing requested by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord a mortgagee or the Superior Mortgagee theretoinsuring title company, in which event Tenant shall sign, within five (e5) liable to business days after requested, such instruments and/or documents as the mortgagee and/or insuring title company reasonably request be signed (“SNDA”). In the event Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time fails to execute a suitable instrument SNDA or an estoppel certificate as provided herein, Tenant hereby constitutes and appoints Landlord as its attorney-in-fact, with full power of substitution, to sign, execute, certify, acknowledge, deliver or record, where required or appropriate, in confirmation the name, place and stead of Tenant’s agreement to attorn, all such SNDAs and estoppel certificates for and on behalf of Tenant as aforesaid and may be required. Upon request from Tenant, Landlord agrees that it shall exercise its commercially reasonable efforts to provide obtain an SNDA for Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Propertyits current or future lender, or any portion thereof) if any, in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay and customarily acceptable to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantlender.

SUBORDINATION OF LEASE. This Agreement Lease and any and all rights the estate of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds deed of trust, mortgage lien or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may now encumber the Premises (such ground lease, deed of trust, mortgage lien or hereafter affect the Leased Propertycharge, or any portion thereofreciprocal easement agreement or other operating agreement and any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to the right of Tenant hereunder and all persons claiming through and under Tenant, or any improvements thereon and/or any otherwise, in the Premises. Tenant's acknowledgment and agreement of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section subordination provided for in this Section 19.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation However, Tenant, on Tenant's behalf, and on behalf of such subordinationall persons claiming through and under Tenant, Tenant shall promptly executecovenants and agrees that, acknowledge and deliver any instrument that Landlord, from time to time at the lessor under any such lease request of Landlord or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s requestEncumbrance, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly will execute and deliver any instrument that such Successor Landlord may necessary or proper instruments or certificates reasonably request necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject Tenant's consent to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to TenantEncumbrance. Notwithstanding the foregoing, any Successor Landlord holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrance, this Lease shall be liable (a) deemed to pay have priority over such Encumbrance, whether this Lease is dated prior to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant subsequent to the terms date of this Agreementsuch Encumbrance. Notwithstanding the foregoing, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement theretoLease to any Encumbrance under this Section 19.1 shall only be effective if the holder of such Encumbrance (a "Superior Mortgagee") executes and delivers to Tenant a non-disturbance agreement, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit form of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory a commercially reasonable form. Tenant shall execute and deliver to Tenantany Superior Mortgagee any such commercially reasonable non-disturbance agreement requested by such Superior Mortgagee within ten (10) days of such Superior Mortgagee's request therefor.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and lease shall be subject and subordinate to any mortgage or ground lease from time to time encumbering the premises, whether executed and delivered prior to or master subsequent to the date of this lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or if the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request ground lease shall so elect. If this lease is subordinate to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” ground lease and the holderholder thereof (which term shall include, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under for purposes hereof, any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee successor) shall succeed to the rights interest of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at the election of such Successor Landlord’s request, holder Tenant shall attorn to such holder and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement lease shall continue in full force and effect as a direct lease between the Successor Landlord such holder and Tenant. Tenant upon all agrees to execute such instruments of subordination or attornment in confirmation of the termsforegoing agreement as such holder may request. Landlord agrees, conditions however, to obtain from the holder of any mortgage encumbering the Property, and covenants the subordination of this lease as are set forth aforesaid to any such mortgage hereafter granted by Landlord shall be subject to, an agreement in this Agreementsuch holder’s customary form if such holder is a recognized institutional lender and otherwise in form reasonably acceptable to Tenant whereby, except subject to the provisions of the following sentence, such holder and its successors-in-interest will recognize Tenant’s rights hereunder so long as Tenant is not in default hereunder beyond any applicable grace period. Such agreement may provide that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) holder of any such mortgage shall not in no event be (a) liable in any way to Tenant for any act or act, omission, neglect or default on the part of any prior Landlord under this Agreementlease, (b) responsible for any monies moneys owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent that any such deposit is actually paid or delivered to the Successor Landlordreceived by such holder), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any Landlord prior Landlordto such attornment, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgagelease after the date hereof, or by any previous prepayment of Yearly Fixed Rent or additional rent for more than one (1) month in advance of the date due hereunderadvance, which was not approved in writing by the Superior Landlord or the Superior Mortgagee theretosuch holder, (e) liable to Tenant beyond the Successor Landlordsuch holder’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (gf) required to remove any Person person occupying the Leased Property premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantholder.

SUBORDINATION OF LEASE. This Agreement and Lease shall, at Lessor's option, or at the option of any and all rights holder of Tenant hereunder are and shall any underlying lease or holder of any mortgages or trust deed, be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, such underlying leases and to all any such mortgages and deeds of trust, or trust deed which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any real property of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustwhich the Premises form a part, and also to all renewals, modifications, consolidations and replacements and extensions of such said underlying leases and such said mortgages and deeds or trust deed; provided, however, that Lessor shall obtain for the benefit of trust and all consolidations of such mortgages and deeds of trust. This section shall be selfLessee a non-operative and no further instrument of subordination shall be required. In confirmation of such subordinationdisturbance agreement, Tenant shall promptly executereasonably acceptable to Lessee, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or from the holder of any such underlying lease, mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordinationdeed. Any lease to which this Agreement isexpenses charged by the mortgagee in connection with the obtaining of the aforesaid agreement shall be paid by Lessor. Said SNDA shall specifically require that, at under the time referred to, provisions of such SNDA and subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights commercially reasonable conditions of Landlord under this Agreement (any such personLessor's mortgagee and/or ground lessor, “Successor Landlord”)if any, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant all insurance proceeds from the Building insurance shall attorn to and recognize be used first towards the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all restoration of the termsProperty in the manner described in Article 10; provided, conditions and covenants as are set forth in this Agreementhowever, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) if there shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more remain less than one (1) month year in advance the Term after the estimated date of completion of the date due hereunderrestoration of the Property, which was Lessor's mortgagee or ground lessor, as the case may be, shall have no obligation to make such insurance proceeds available for the restoration of the Property. However, if Lessor's mortgagee or ground lessee, elects not approved to make such insurance proceeds available for the restoration of the Property as set forth in writing the immediately preceding sentence and Lessee's Option to Extend the Term pursuant to Article 52 is exercisable by Lessee, then Lessee may negate Lessor's mortgagee's or ground lessor's election not to make such insurance proceeds available by timely exercising Lessee's Option to Extend pursuant to Article 52. Although no instrument or act on the part of Lessee shall be necessary to effectuate such subordination, Lessee will, nevertheless, execute and deliver such further instruments confirming such subordination and non-disturbance of this Lease as may be reasonably acceptable to Lessee and reasonably desired by the Superior Landlord holders of said mortgages or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance trust deed or by any of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under such underlying leases. If any ground leases with respect underlying lease to which this Lease is subject terminates, Lessee shall, on timely request, attom to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect owner of the Leased reversion. Lessor represents that there currently is no mortgage or ground lease encumbering the Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Provided that Tenant receives the SNDA required under this Section 20.2, this Agreement and any and all rights of Tenant hereunder are are, and shall be be, subject and subordinate (as applicable) to (i) any ground or master lease, lease entered into by Landlord and all renewals, extensions, modifications and replacements thereofthereof (collectively, "Superior Leases") and to (ii) all mortgages and deeds of trust, Encumbrances entered into by Landlord which may now or hereafter affect the Leased Property, Property or any portion thereof, thereof or any improvements thereon and/or any of such leasesthereon, whether or not such mortgages or deeds of trust Encumbrances shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustEncumbrances, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust Encumbrances and all consolidations of such mortgages Encumbrances (collectively "Superior Mortgages"). Furthermore, if any lessor under any Superior Lease (a "Superior Lessor") or the holder, trustee or beneficiary of a Superior Mortgage (a "Superior Mortgagee") shall succeed to the rights of Landlord under this Agreement (such person, a "Successor Landlord") whether through possession or foreclosure or delivery of a new lease or deed, or otherwise, at such Successor Landlord's request, Tenant shall attorn to and deeds of trustrecognize such Successor Landlord as Tenant's landlord under this Agreement. This section shall be self-self operative and no further instrument of subordination shall be required. In confirmation of such subordinationsubordination and attornment, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease Superior Lessor or the holder of any such mortgage or the trustee or beneficiary of any deed of trust Superior Mortgagee or any of their respective successors in interest may reasonably request to evidence such subordinationsubordination and/or attornment. Any lease Simultaneously with Landlord subjecting the Leased Property or any portion thereof to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth Mortgage, and as a condition to the subordination of Tenant's estate hereunder, Landlord shall cause the Superior Landlord or the Superior Mortgagee, as the case may be, to execute and deliver to Tenant a recordable subordination, nondisturbance and attornment agreement (the "SNDA") on such Superior Landlord's or Superior Mortgagee's standard form; provided, however, that such standard form shall not impose any additional obligations or burdens on Tenant which are not otherwise provided for in this Section 20.2Agreement. If any Pursuant to such SNDa, Tenant and such Superior Landlord or Superior Mortgagee shall agree that in the event such Superior Landlord, Superior Mortgagee or the nominee nominee, designee or designee successor or assign of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “and become a "Successor Landlord”)", whether through possession or successful bid at foreclosure or other similar action or delivery of a new lease or deed, or otherwise, at such then (a) this Agreement and Tenant's leasehold estate shall not be disturbed or affected thereby and shall remain in full force and effect as a lease between Successor Landlord’s request, Landlord and Tenant and (b) Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its Affiliate, nominee or designee) shall not be (ai) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (bii) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (ciii) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (div) bound by any modification of this Agreement subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the due date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (ev) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (fvi) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (gvii) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time The SNDA shall further provide, and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorneach Superior Landlord, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall agree and be liable (aA) to pay to Tenant any amounts owed under Section 5.1.3(b5.1.2(b), and (bB) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord any of them and required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Provided that Tenant receives the SNDA required under this Section 20.2, this Agreement and any and all rights of Tenant hereunder are are, and shall be be, subject and subordinate (as applicable) to (i) any ground or master lease, lease entered into by Landlord and all renewals, extensions, modifications and replacements thereofthereof (collectively, “Superior Leases”) and to (ii) all mortgages and deeds of trust, Encumbrances entered into by Landlord which may now or hereafter affect the Leased Property, Property or any portion thereof, thereof or any improvements thereon and/or any of such leasesthereon, whether or not such mortgages or deeds of trust Encumbrances shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustEncumbrances, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust Encumbrances and all consolidations of such mortgages Encumbrances (collectively “Superior Mortgages”). Furthermore, if any lessor under any Superior Lease (a “Superior Lessor”) or the holder, trustee or beneficiary of a Superior Mortgage (a “Superior Mortgagee”) shall succeed to the rights of Landlord under this Agreement (such person, a “Successor Landlord”) whether through possession or foreclosure or delivery of a new lease or deed, or otherwise, at such Successor Landlord's request, Tenant shall attorn to and deeds of trustrecognize such Successor Landlord as Tenant's landlord under this Agreement. This section shall be self-self operative and no further instrument of subordination shall be required. In confirmation of such subordinationsubordination and attornment, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease Superior Lessor or the holder of any such mortgage or the trustee or beneficiary of any deed of trust Superior Mortgagee or any of their respective successors in interest may reasonably request to evidence such subordinationsubordination and/or attornment. Any lease -59- Simultaneously with Landlord subjecting the Leased Property or any portion thereof to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth Mortgage, and as a condition to the subordination of Tenant's estate hereunder, Landlord shall cause the Superior Landlord or the Superior Mortgagee, as the case may be, to execute and deliver to Tenant a recordable subordination, nondisturbance and attornment agreement (the “SNDA”) on such Superior Landlord's or Superior Mortgagee's standard form; provided, however, that such standard form shall not impose any additional obligations or burdens on Tenant which are not otherwise provided for in this Section 20.2Agreement. If any Pursuant to such SNDa, Tenant and such Superior Landlord or Superior Mortgagee shall agree that in the event such Superior Landlord, Superior Mortgagee or the nominee nominee, designee or designee successor or assign of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, and become a “Successor Landlord”), whether through possession or successful bid at foreclosure or other similar action or delivery of a new lease or deed, or otherwise, at such then (a) this Agreement and Tenant's leasehold estate shall not be disturbed or affected thereby and shall remain in full force and effect as a lease between Successor Landlord’s request, Landlord and Tenant and (b) Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its Affiliate, nominee or designee) shall not be (ai) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (bii) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (ciii) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (div) bound by any modification of this Agreement subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the due date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (ev) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (fvi) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (gvii) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time The SNDA shall further provide, and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorneach Superior Landlord, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall agree and be liable (aA) to pay to Tenant any amounts owed under Section 5.1.3(b5.1.2(b), and (bB) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord any of them and required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.. -60- 20.3

SUBORDINATION OF LEASE. This Agreement and any Lease, and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any all ground leases of the Property now or master lease, and all renewals, extensions, modifications and replacements thereof, hereafter existing and to all mortgages and or trust deeds or deeds of trusttrust (all of which are hereafter referred to collectively as "Mortgages"), which that may now or hereafter affect the Leased Property, or encumber all or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust Landlord's interest in the Property. This subordination shall also cover other lands and/or buildings and/or leases, apply to each and every advance made made, or hereafter to be made made, under such mortgages and deeds of trust, and Mortgages; to all renewals, modifications, replacements and extensions of such leases Mortgages; and such mortgages to "spreaders" and deeds of trust and all consolidations of such mortgages and deeds of trustMortgages. This section Section 6.1 shall be self-operative and no further instrument of subordination shall be required. In ; however, in confirmation of such subordination, Tenant shall promptly from time to time execute, acknowledge and deliver any instrument that LandlordLandlord may from time to time reasonably require in order to evidence or confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within twenty (20) days after request therefor, Tenant will be in default under this Lease. Tenant acknowledges that this Lease may have been (and, in the future, may be) assigned by Landlord to a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such Superior Mortgagee. Any ground lease to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Lease", the lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and the lessee thereunder, a "Superior Lessee"; and any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease Mortgage to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Lease” Mortgage," and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary holder of a Superior Mortgage is herein called “hereinafter referred to as a "Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. ." Notwithstanding the foregoing, this Lease may be made senior to the lien of any Successor Superior Mortgage, if and only if the Superior Mortgagee thereunder so requests. Notwithstanding the foregoing to the contrary, (i) Landlord shall be liable (a) will use commercially reasonable efforts to pay to obtain a non-disturbance agreement in favor of Tenant any amounts owed under Section 5.1.3(b)from Landlord's existing mortgagee of the Property, and (bii) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to Tenant subordinating its interest under this Lease to any future mortgage, lien or lease Landlord shall obtain a non-disturbance agreement in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit favor of Tenant, to make such payments, the substance of which agreement shall be embodied in an instrument in form reasonably satisfactory subject to Tenant's reasonable approval.

SUBORDINATION OF LEASE. This Agreement and any and all rights (a) Subject to Xxxxxx’s receipt of Tenant hereunder are and an SNDA (as hereinafter defined), this Lease shall be subject and subordinate to the lien and terms of any mortgage, deed of trust, ground lease or master leasesimilar encumbrance (collectively, a “Mortgage”, and all renewalsthe holder thereof from time to time the “Holder”) from time to time encumbering the Premises, extensionswhether executed and delivered prior to or subsequent to the date of this Lease, modifications and replacements thereofunless the Holder shall elect otherwise, and to all mortgages recorded restrictions, covenants, easements and deeds of trust, which may now or hereafter affect agreements with respect to the Leased Property, Land. If this Lease is subordinate to any Mortgage and the Holder or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee party shall succeed to the rights interest of Landlord under this Agreement pursuant to the Mortgage (any such personHolder or other party, a “Successor LandlordSuccessor”), whether through possession or foreclosure action or delivery at the election of a new lease or deed, or otherwise, at such Successor Landlord’s requestthe Successor, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under and this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all Tenant. Not more than fifteen (15) business days after Xxxxxxxx’s written request, Xxxxxx agrees to execute such instruments of subordination and attornment in confirmation of the termsforegoing agreement as the Holder or Successor reasonably may request, conditions including, but not limited to, a Subordination, Non-Disturbance and covenants Attornment Agreement (an “SNDA”) on the Holder’s then standard form for such agreement, or such other reasonable forms which may be proposed by any current or future Holder. If any such mortgage, security deed, deed to secure debt or loan deed shall be foreclosed, upon request of the mortgagee or the purchaser at foreclosure, Tenant shall attorn to the purchaser at any such foreclosure sale (or purchaser by deed in lieu of foreclosure) and recognize such purchaser as Landlord under this Lease and will execute such reasonable instruments as may be necessary or appropriate to evidence such attornment. Notwithstanding any of the above, Xxxxxx agrees that Landlord or its successor in interest shall have the right to declare this Lease prior and superior to any such mortgage, security deed, deed to secure debt or loan deed, and Xxxxxx agrees, upon request, to execute any reasonable instrument or instruments requested by Landlord or such first mortgagee to confirm same. The holder or holders of any such mortgage, security deed, deed to secure debt or loan deed are set forth hereby made third party beneficiaries to this Lease for the purposes of this Section 14. No notice requirement or cure or grace period provided in this AgreementLease shall apply to Tenant’s obligation to timely deliver the SNDA. Landlord will use commercially reasonable, except good faith efforts to obtain an SNDA from any future Holder on such Holder’s standard SNDA form, or such other form as may be required by such Holder, and which provides, inter alia, that so long as Tenant is not in default hereunder (beyond any applicable notice and cure period) and attorns to such mortgagee or any successor-in-title thereto in the Successor Landlord (unless formerly the landlord event of a foreclosure or deed-in-lieu of foreclosure, Tenant’s rights under this Agreement or Lease, including its nominee or designee) right of possession of the Premises, shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantdisturbed.

SUBORDINATION OF LEASE. This Agreement Subject to Section 16.01, this Lease, and any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master leaseFacility Mortgage, and all renewals, extensions, modifications modifications, consolidations and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under any such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trustFacility Mortgage. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease Landlord or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease Tenant shall not unreasonably withhold its consent to which any amendment to this Agreement isLease reasonably required by such lender, at provided that such amendment does not (a) increase Tenant's Rent obligations or other financial obligations hereunder, or (b) have a material adverse effect upon Tenant's rights hereunder, or (c) materially increase Tenant's non-economic obligations hereunder, or (d) decrease Landlord's obligations hereunder. Landlord shall exercise commercially reasonable efforts to require any future Facility Mortgagee to provide Tenant with notice and an opportunity to cure landlord defaults under the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Facility Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Facility Mortgage other than those expressly set forth in this Section 20.216.02. If In the event of a foreclosure of any Superior Facility Mortgage by any Facility Mortgagee, Landlord and such Facility Mortgagee covenant and agree that they shall not disturb Tenant's or Superior any subtenants' possession, use and enjoyment of the Leased Premises during the Term, provided that there is no Default or Event of Default hereunder. Each Facility Mortgagee shall have an obligation to provide a non-disturbance agreement to Tenant; PROVIDED, HOWEVER, that any Facility Mortgagee shall have the right (subject to the provisions of the next paragraph) to terminate this Lease upon the foreclosure, deed in lieu of foreclosure or exercise of the power of sale with respect to the Leased Premises. In the event that any Facility Mortgagee or the nominee or designee of any Superior Landlord or Superior Facility Mortgagee shall succeed to the rights of Landlord under this Agreement Lease (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Lease as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement Lease and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this AgreementLease), whereupon, this Agreement Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this AgreementLease, except that the Successor Landlord (unless formerly the landlord under this Agreement Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part party of any prior Landlord under this AgreementLease, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement Lease subsequent to such Superior Lease or Facility Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property Premises and the rents, income, receipts, revenues, issues and profits issuing from the Leased PropertyPremises, (f) responsible for the performance of any work to be done by the Landlord under this Agreement Lease to render the Leased Property Premises ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b's obligations) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property Premises or any part thereof, except if such person Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantaforesaid.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, Property or any portion thereof, or any - 61 - improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”"SUPERIOR MORTGAGEE". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section SECTION 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”"SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date - 62 - due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section SECTION 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section SECTION 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be accepts this Lease subject and subordinate to any ground mortgage presently existing or master leaselater placed upon the Demised Premises or upon the Entire Premises and to any renewals and extensions thereof, but Tenant agrees that any mortgagee shall have the right at any time to subordinate such mortgage to this Lease on such terms and subject to such conditions as the mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably invested with full power and authority, if it so elects at any time, to subordinate this Lease to any mortgage hereafter placed upon the Demised Premises or upon the Entire Premises, and all renewals, extensions, modifications and replacements thereof, and Tenant agrees upon demand to all mortgages and deeds of trust, which execute such further instruments subordinating this Lease as Landlord’s mortgagor may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trustrequest. This section shall be self-operative and no further instrument of Such subordination shall be requiredupon the express condition that upon foreclosure, exercise of power of sale or other exercise of the mortgagee’s rights, Tenant’s possession of the Demised Premises shall not be disturbed so long as Tenant attorns to such mortgagee as Tenant’s Landlord and shall continue to perform ail of the covenants and conditions of this Lease and that Tenant’s obligations to perform such covenants and conditions shall not be in any way diminished thereby. In confirmation Notwithstanding the foregoing to the contrary, Landlord agrees to use its best efforts to assist Tenant in procuring a Non-Disturbance Agreement(s) in favor of such subordinationTenant providing for the non-disturbance from any ground lessor, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease mortgage holders or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or beneficiaries under any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement isground lease, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to affecting the Demised Premises now in force or which comes into existence after the date of execution of this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed but prior to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all expiration of the terms, conditions and covenants as are set forth Lease Term in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b)consideration of, and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgageprecedent to, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of Tenant’s entering into this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantLease.

SUBORDINATION OF LEASE. This Agreement Subject to Section 20.1 and this Section 20.2, this Agreement, any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the any Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to to, is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Collective Leased Property Properties and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the any Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the any Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors lessor under any ground leases with respect to the Leased Property, or any portion thereofGround Lease) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay, as and when required by the Purchase Agreement, to Tenant a pro rata portion of the Retained Funds (as such term is defined in the Purchase Agreement) in accordance with the terms of the Purchase Agreement and this Agreement, including Article 15, if and to the extent that the rights of the Sellers under the Purchase Agreement with respect to such Retained Funds shall have been assigned to Tenant, (b) to pay to Tenant any amounts owed under Section 5.1.3(b5.1.2(b), and (bc) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Collective Leased Property, or any portion thereofProperties, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Subject to the provisions contained in any subordination, non-disturbance and attornment agreement executed by and among Lessor, Lessee and the holder of any underlying lease, mortgage or trust deed, this Lease and any and all rights option contained herein shall, at Lessor's option, or at the option of Tenant hereunder are and shall any holder of any underlying lease or holder of any mortgage or trust deed, be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, such underlying leases and to all mortgages and deeds of trust, any such mortgage or trust deed which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any real property of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustwhich the Premises form a part, and also to all renewals, modifications, consolidations and replacements and extensions of such said underlying leases and such said mortgages and deeds or trust deed. Although no instrument or act on the part of trust and all consolidations of such mortgages and deeds of trust. This section Lessee shall be self-operative and no further instrument of subordination shall be required. In confirmation of necessary to effectuate such subordination, Tenant shall promptly executeLessee will, acknowledge nevertheless, execute and deliver any instrument that Landlord, such further instruments confirming such subordination of this Lease as may be desired by the lessor under any such lease or the holder holders of any such said mortgage or the trustee trust deed or beneficiary of any deed of trust or by any of their respective successors in interest may reasonably request to evidence the Lessors under such subordinationunderlying leases. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and If any mortgage or deed of trust is foreclosed or if a deed in lieu of foreclosure covering the Office Building Area is given to the holder of a mortgage or deed of trust (or its designee), Lessee shall, on request, attorn to the holder of such mortgage, or deed of trust (or its designee). If any underlying lease to which this Agreement isLease is subject shall be terminated, at Lessee shall, on request, attorn to the time referred toowner of the reversion. Notwithstanding anything to the contrary contained herein, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary foregoing subordination of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant this Lease shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or be conditioned on the nominee or designee holder of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new underlying lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part holder of any prior Landlord under this Agreementmortgage or trust deed entering into a subordination, non-disturbance and attornment agreement (b"SNDA") responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest Lessee substantially in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with form attached hereto as Exhibit G. With respect to any insurance mortgage encumbering the Office Building Area on the date hereof, Lessor shall deliver the SNDA on the date hereof. Lessor represents that there are no ground or Condemnation proceeds), or (g) required to remove any Person occupying similar underlying leases currently affecting the Leased Property or any part thereof, except if such person claims by, through or under real property of which the Successor Landlord. Tenant agrees at any time and from time to time to execute Premises are a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantpart.

SUBORDINATION OF LEASE. This Agreement and any Lease, and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any all ground leases of the Premises now or master lease, and all renewals, extensions, modifications and replacements thereof, hereafter existing and to all mortgages and or trust deeds or deeds of trusttrust (all of which are hereafter referred to collectively as "Mortgages"), which that may now or hereafter affect the Leased Property, or encumber all or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust Landlord's interest in the Premises. This subordination shall also cover other lands and/or buildings and/or leases, apply to each and every advance made made, or hereafter to be made made, under such mortgages and deeds of trust, and Mortgages; to all renewals, modifications, replacements and extensions of such leases Mortgages; and such mortgages to "spreaders" and deeds of trust and all consolidations of such mortgages and deeds of trustMortgages. This section Section 6.1 shall be self-operative and no further instrument of subordination shall be required. In ; however, in confirmation of such subordination, Tenant shall promptly from time to time execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors Landlord may from time to time reasonably require in interest may reasonably request order to evidence or confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within twenty (20) days after request therefor, and Tenant fails to notify Landlord within such twenty (20) day period of when such delivery will be made, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is coupled with an interest, to execute and deliver any such instruments for and on behalf of Tenant. Tenant acknowledges that this Lease has been (and, in the future, may be) assigned by Landlord to a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such Superior Mortgagee. Any ground lease to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Lease” and ," the lessor of under a Superior Lease or its successor in interest at the time is hereinafter referred to is herein called “as a "Superior Landlord” Lessor," and the lessee thereunder, a "Superior Lessee"; and any mortgage or deed of trust Mortgage to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Mortgage” ," and the holder, trustee or beneficiary holder of a Superior Mortgage is herein called “hereinafter referred to as a "Superior Mortgagee”. Tenant shall have no obligations under any Superior ." Notwithstanding the foregoing, this Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or may be made senior to the nominee or designee lien of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or if and only if the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenantthereunder so requests. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to so long as Tenant any amounts owed under Section 5.1.3(b)is not in default hereunder, and (b) to pay to Tenant any portions Tenant's possession of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant Premises pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, Lease shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall not be embodied in an instrument in form reasonably satisfactory to Tenantdisturbed.

SUBORDINATION OF LEASE. This Agreement Provided Tenant has received a fully executed recordable subordination, nondisturbance and attornment agreement (a “Nondisturbance Agreement”) in form reasonably satisfactory to Tenant in each instance, which agreement must provide that, (a) if there shall be a foreclosure of a superior mortgage, such mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such mortgagee on the same terms and conditions as are contained in this Lease (subject to the provisions hereinafter set forth), provided no default beyond the expiration of applicable notice and cure periods shall have occurred and be continuing hereunder, and (b) if a superior lease shall terminate or be terminated for any reason, such lessor will not make Tenant a party in any action to terminate such superior lease or to remove or evict Tenant from the Demised Premises, nor disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and all rights will recognize Tenant as the direct tenant of Tenant hereunder such lessor on the same terms and conditions as are contained in this Lease (subject to the provisions hereinafter set forth), provided no default beyond the expiration of applicable notice and cure periods shall have occurred and be continuing, then, this Lease shall be subject and subordinate to the lien of any ground mortgage or master leasemortgages, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deed or deeds of trust, trust and ground lease or leases which may now or hereafter affect the Leased Property, Building or any portion thereof, the land of which the Premises are a part or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustboth, and to all renewals, modificationsextensions, replacements and extensions replacements, amendments or modifications of any such leases and such mortgages and mortgages, deeds of trust and all consolidations or ground leases. Tenant acknowledges that in the event of the enforcement by Landlord’s mortgagee of the remedies provided by law or its mortgage, any person succeeding to Landlord’s position hereunder as a result of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) enforcement shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification payment of this Agreement subsequent to such Superior Lease Annual Base Rent or Mortgage, or by any previous prepayment of Rent Additional Charges for more than one (1) month in advance of the date its due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlorddate. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding Without limiting the foregoing, if any Successor mortgage has been granted by Landlord prior to the date of this Lease and remains in effect, Landlord shall be liable (a) to pay provide a Nondisturbance Agreement in the form attached hereto and made a part hereof as Exhibit “SNDA” from the mortgagee thereunder to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of contemporaneously with this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantLease.

SUBORDINATION OF LEASE. This Agreement and any Lease, and all rights of Tenant hereunder are and shall be subject and subordinate to any all ground leases of the Property now or master lease, and all renewals, extensions, modifications and replacements thereof, hereafter existing and to all mortgages and mortgages, or trust deeds in the nature of trusta mortgage (both collectively referred to hereafter as "mortgages"), which may now or hereafter affect or encumber the Leased Property, or any portion thereof, or any improvements thereon Property and/or the Building and/or any of such leases, ground leases (whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, ). This subordination shall likewise apply to each and every advance made made, or hereafter to be made made, under such mortgages and deeds of trust, and mortgages; to all renewals, modifications, replacements and extensions of such leases and such mortgages mortgages; and deeds of trust to spreaders and all consolidations of such mortgages and deeds of trustmortgages. This section Section 23 shall be self-operative and no further instrument of subordination shall be required. In However, in confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such ground lease or the holder of any such mortgage (or the trustee or beneficiary of any deed of trust or any of their respective successors successors-in-interest), may request in interest may reasonably request order to evidence such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within ten (10) days after request therefore, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is agreed to be coupled with an interest, to execute and deliver any such instruments for and on behalf of Tenant. Any lease to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time is hereinafter referred to is herein called “as a "Superior Landlord” Lessor"; and any mortgage or deed of trust to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Mortgage” " and the holder, trustee or beneficiary holder of a Superior Mortgage is herein called “hereinafter referred to as a "Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. ." Notwithstanding the foregoing, any Successor Landlord shall at Landlord's election, this Lease may be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant made senior to the terms lien of this Agreement, and, as a condition to any mortgage, lien or lease in respect of if the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantmortgagee thereunder so requests.

SUBORDINATION OF LEASE. This Agreement Agreement, as the same may hereafter be modified, amended or extended, and any all of Tenant’s right, title and interest in and to the Leased Property, and all rights and privileges of Tenant hereunder in and to the Leased Property are hereby and shall at all times be subject and subordinate to any ground or master lease, the First Mortgage Lien and all renewals, extensions, modifications liens and replacements thereof, and to all mortgages and deeds security interests securing payment of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustFirst Mortgage Loan, and to all renewals, modifications, replacements consolidations, replacements, substitutions and extensions of such leases the First Mortgage Loan and such mortgages the First Mortgage Loan Documents and deeds the rights, privileges, and powers of trust and Mortgagee thereunder, so that at all consolidations of such mortgages and deeds of trust. This section times the First Mortgage Lien shall be self-operative and no further instrument of subordination shall be requiredremain a lien on the Leased Property prior and superior to this Agreement for all purposes. In confirmation of such subordinationUpon Notice from Landlord, Tenant shall promptly execute, acknowledge execute and deliver any instrument that Landlordan agreement, in form and substance reasonably required by Mortgagee, subordinating this Agreement to the lessor under any such lease or First Mortgage Lien. Notwithstanding the holder foregoing, Landlord shall, in connection with the negotiation of any such mortgage or First Mortgage Loan Documents, use commercially reasonable efforts to cause the trustee or beneficiary of any deed of trust or any of their respective successors relevant Mortgagee to execute a subordination, non-disturbance and attornment agreement substantially in interest may reasonably request to evidence such subordinationthe form attached hereto as Schedule 21.2. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” The First Mortgage Lien and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called a “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called a “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. .” If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord Mortgagee or any successful purchaser at any foreclosure of the Superior Mortgagee Mortgage shall succeed to the rights of Landlord under this Agreement (any such person, a “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at in no event shall the Successor Landlord have any liability under this Agreement prior to the date such Successor Landlord shall succeed to the interest of Landlord under this Agreement, nor any liability for claims, offsets or defenses which Tenant might have had against the Mortgagee as Landlord under this Agreement prior to the date such Successor Landlord shall succeed to the interest of Landlord under this Agreement. Landlord and Tenant hereby agree that upon conveyance of title to the Leased Property to the Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as and shall continue to perform all of Tenant’s landlord obligations under the terms of this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request with respect to evidence such attornment (provided that such instrument does not alter the Leased Property in accordance with the terms of this Agreement). Provided, whereuponhowever, this Agreement in the case of a foreclosure or a deed in lieu of foreclosure and the conveyance of title to the Leased Property in connection therewith, the obligations of Guarantor under the Guaranty which accrue from and after the date of such conveyance shall continue in full be extinguished and of no further force and effect as a direct lease between effect. Notwithstanding the foregoing, Tenant shall be under no obligation to so attorn unless the Successor Landlord and Tenant upon Landlord, within twenty (20) days after the date of obtaining title pursuant to such foreclosure, assumes all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part obligations of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement which arise from and after the date of foreclosure, pursuant to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s written assumption agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord which shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory delivered to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights Subject to the following provisions of this Paragraph 16(a), Tenant hereunder are and agrees that this Lease shall be subject and subordinate to the lien of any ground or master leaseMortgage, and all renewalsTenant agrees, extensionsupon demand by Landlord or its Lender, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leaseswithout cost, to each and every advance made execute instruments as may be required to further effectuate or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of confirm such subordination, Tenant including, but not limited to a Subordination, Non-Disturbance and Attornment Agreement in the form attached as Exhibit "E" hereto. So long as no Event of Default shall promptly executebe outstanding, acknowledge Tenant's tenancy hereunder shall not be disturbed nor shall this Lease be affected by any default under such Mortgage, and deliver any instrument that Landlord, in the lessor under any such lease event of a foreclosure or the holder other enforcement of any such mortgage Mortgage, or sale in lieu thereof, the trustee or beneficiary purchaser at such foreclosure sale shall be bound to Tenant for the Term of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement isextensions thereof, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under Tenant hereunder shall expressly survive, and this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant Lease shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall in all respects continue in full force and effect so long as a direct lease between the Successor Landlord no Event of Default by Tenant has occurred and Tenant upon all of the termsis continuing, conditions and covenants as are set forth in this Agreementprovided, except however, that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) any such transferee shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (di) bound by any modification payment of this Agreement subsequent to such Superior Lease Basic Rent or Mortgage, or by any previous prepayment of Additional Rent for made more than one (1) month in advance advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (ii) bound by any amendment of this Lease made without the written consent of the holder of each Mortgage existing as of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee theretoof such amendment, (eiii) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rentsfor damages for any breach, income, receipts, revenues, issues and profits issuing from the Leased Propertyact or omission of any prior landlord, (fiv) responsible liable for any default by prior landlord under the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds)Lease, or (gv) required subject to remove any Person occupying the Leased Property offsets or defenses which Tenant might have against any part thereofprior landlord; provided, except if however, that after succeeding to Landlord's interest under this Lease, such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time transferee shall agree to time to execute a suitable instrument perform in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant accordance with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this AgreementLease all obligations of Landlord arising after the date of transfer. So long as no Event of Default by Tenant has occurred and is continuing, and, Tenant shall not be named as a condition party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to any mortgagewhich this Lease is now or hereafter subordinate shall provide, lien or lease in respect effect, that during the time this Lease is in force (and provided that Tenant is not in default hereunder beyond applicable periods of notice and cure or, if Tenant is in such default, Landlord is not exercising its remedies hereunder), all Proceeds and Awards shall be permitted to be used for Restoration in accordance with the Leased Property, or any portion thereof, and the subordination provisions of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantLease.

SUBORDINATION OF LEASE. This Agreement Subject to Section 20.1 and the terms of Section 7.1, this Lease, and any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any Facility Mortgage, any ground or master lease, and all renewals, extensions, modifications modifications, consolidations and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under any such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trustFacility Mortgage. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor landlord under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Tenant shall not unreasonably withhold its consent to any amendment to this Lease reasonably required by such lender or ground lessor, provided that such amendment does not (i) increase Tenant's rental obligations or other financial obligations hereunder, or (ii) have a material adverse effect upon Tenant's rights hereunder, or (iii) materially increase Tenant's non-economic obligations hereunder, or (iv) decrease Landlord's obligations hereunder. Landlord shall exercise commercially reasonable efforts to require any future Facility Mortgagee or landlord under a ground lease affecting the Leased Property to provide Tenant with notice and an opportunity to cure Landlord defaults under the respective Facility Mortgage or ground lease. Any lease to which this Agreement Lease is, at the time referred to, subject and subordinate is herein called “a "Superior Lease” "; and the lessor landlord of a Superior Lease or its successor in interest at the time referred to is herein called “"Superior Landlord” "; the Facility Mortgage and any other mortgage or deed of trust to which this Agreement Lease is, at the time referred to, subject and subordinate subordinate, is herein called “a "Superior Mortgage” "; and the Facility Mortgagee and any other holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”. ." Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. Notwithstanding the obligations of Tenant hereunder, neither any Superior Mortgagee nor any Superior Landlord shall have an obligation to provide a non- disturbance agreement to Tenant. Any Superior Mortgagee or Superior Landlord shall have the right to terminate this Lease upon the foreclosure, deed in lieu of foreclosure or exercise of the power of sale with respect to the Leased Property; provided that, if such right is exercised because of (a) a non- monetary default by Landlord under the terms of the relevant loan agreement or ground lease not caused by an Event of Default hereunder or (b) a monetary default by Landlord (including a misapplication of Rent paid by Tenant) where Tenant is not in Default in the payment of Rent hereunder beyond the expiration of applicable notice and cure periods, then Landlord shall pay to Tenant the Fair Market Value of Tenant's leasehold estate as of the termination date in accordance with Section 24.1(b); provided further that (i) such fee shall be paid first by offsetting any amounts owed by Tenant to Landlord at such time and the balance (if any) shall be paid to Tenant in cash, and (ii) Tenant agrees to seek payment of such cash balance (if any) solely from Host O.P. (which, by its execution of this Lease, agrees to be primarily liable for Landlord's obligation under this subparagraph of Section 20.2) pursuant to the terms of the Facility Mortgagee Agreement, and shall not make any demand or claim therefor against Landlord, the Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of foreclosure or other party claiming under any of the foregoing. In the event a cash flow sweep structure is implemented by any Superior Mortgagee, and such structure remains in place for twelve (12) consecutive months, Tenant, at its election, upon not less than thirty (30) days Notice, may terminate this Lease effective as of the end of such twelve (12) month period. For any period prior to such termination date, (i) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (ii) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash flow sweep structure (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (ii). If Tenant elects to terminate this Lease, Landlord shall pay to Tenant the Fair Market Value of Tenant's leasehold estate as of the termination date calculated in accordance with Section 24.1(b); provided, however, (x) such fee shall be paid first by offsetting any amounts owed by Tenant to Landlord at such time and the balance (if any) shall be paid to Tenant in cash, and (y) Tenant agrees to seek payment of such cash balance (if any) solely from Host O.P. (which, by its execution of this Lease, agrees to be primarily liable for Landlord's obligation under this clause (y)) pursuant to the terms of the Facility Mortgagee Agreement, and shall not make any demand or claim therefor against Landlord, the Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of foreclosure or other party claiming under any of the foregoing. Subject to the termination rights of any Superior Landlord or Superior Mortgagee, if any, in the event that any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement Lease (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Lease as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement Lease and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this AgreementLease), whereupon, this Agreement Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this AgreementLease, except that the Successor Landlord (unless formerly the landlord under this Agreement Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part party of any prior Landlord under this AgreementLease, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee theretoMortgagee, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement Lease to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantaforesaid.

SUBORDINATION OF LEASE. This Agreement Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Project, and/or the Land, or any part thereof or any interest therein, may sell and lease back the Land or any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements part thereof, and to all mortgages and deeds of trust, which may now or hereafter affect encumber the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor leasehold estate under any sale and leaseback arrangement with a mortgage or trust deed. Any such lease mortgage or trust deed is herein called a "MORTGAGE" and the holder of any such mortgage or the trustee or beneficiary of under any such trust deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any "MORTGAGEE." Any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that land underlying the Successor Landlord Building or Project (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under ) is herein called a "GROUND LEASE" and the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors lessor under any ground leases with respect such lease is herein called a "GROUND LESSOR." This Lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof, subject to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenantnon-disturbance rights hereinafter set forth. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to provide Tenant with a non-disturbance agreement from any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions Mortgagee or Ground Lessor existing as of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms date of execution of this Agreement, and, as a condition to Lease and any mortgage, lien future Mortgagee or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such paymentsGround Lessor, which agreement shall be embodied on the Mortgagee's or Ground Lessor's customary form with changes thereto as reasonably requested by Tenant, and may include the provisions set forth below in an this Section 23. Tenant agrees to execute and deliver to Landlord any further instruments consenting to or confirming the 43 50 subordination of this Lease to any Mortgage and to any Ground Lease and containing any other reasonable provisions which may be requested in writing by Landlord within thirty (30) days after Tenant's receipt of Landlord's written request; provided that any such instrument shall also include recognition and non-disturbance provisions to the effect that the Mortgagee or Ground Lessor, as the case may be, will not disturb Tenant's continued occupancy of the Premises under this Lease so long as Tenant is not in Default hereunder, which recognition and non-disturbance provisions may contain such other terms and conditions as are contained in the Mortgagee's or Ground Lessor's customary form of subordination, non-disturbance and attornment agreement, with changes thereto as reasonably satisfactory to requested by Tenant, and including customary notice and cure rights in favor of the Mortgagee or Ground Lessor.

SUBORDINATION OF LEASE. This Landlord shall provide Tenant a recordable subordination, non disturbance and attornment agreement executed by every holder of a mortgage against the Premises prior to commencement of construction of the Building and subsequently within thirty (30) days of recording any mortgage. Such document shall provide that such holder shall not disturb Tenant’s possession of the Premises under this Lease provided Tenant is not in default of the Lease beyond applicable cure periods. Such document shall not contain any modifications to the substantive lease terms. As long as there is an executed Subordination, Non-Disturbance and Attornment Agreement between the Landlord, Tenant and any and all rights of Tenant hereunder are and shall be Mortgagee, this Lease is subject and subordinate to the lien of any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, Mortgage which may now or hereafter affect encumber the Leased Property, Premises or any portion thereof, or any improvements thereon and/or any development of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be requiredwhich the Premises is a part. In confirmation of such subordination, Tenant shall shall, at Landlord’s request from time to time, promptly execute, acknowledge and deliver execute any instrument that Landlord, the lessor under any such lease certificate or other document requested by the holder of the Mortgage. Tenant agrees that in the event that any such mortgage or proceedings are brought for the trustee or beneficiary foreclosure of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement isMortgage, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed immediately and automatically attorn to the rights of purchaser at such foreclosure sale, as Landlord under this Agreement (Lease, and Tenant waives the provisions of any statute or rule of law, nor or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder in the event that any such person, “Successor Landlord”), whether through possession foreclosure proceeding is prosecuted or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize completed. Neither the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all holder of the terms, conditions and covenants as are set forth Mortgage (whether it acquires title by foreclosure or by deed in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designeelieu thereof) nor any purchaser at foreclosure sale shall not be (a) liable in any way to Tenant for any act or omission, neglect omission of Landlord or default on the part bound by any prepayment by Tenant of any prior Landlord under this Agreement, (b) responsible for any monies owing by more than one month’s installment of Base Rent and additional rent or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement Lease made subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance the granting of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantMortgage.

SUBORDINATION OF LEASE. This Agreement Subject to SECTION 20.1 and this SECTION 20.2, any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section SECTION 20.2 shall be self-self operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to to, is herein called “Superior Landlord” "SUPERIOR LANDLORD: and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “Superior Mortgage” "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”"SUPERIOR MORTGAGEE". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section SECTION 20.2. If Subject to the provisions of this SECTION 20.2, if any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”"SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s requestLandlord shall have the option either to terminate this Agreement or to recognize Tenant's rights under this Agreement as herein provided and, in such latter event, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee nominee, designee or designeeAffiliate) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid paid, credited or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Participating Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and and, if Tenant has been requested to attorn, Landlord agrees to provide Tenant with an instrument of nondisturbance non-disturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate (as applicable) to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, Property or any portion thereof, thereof or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and Subject to this Section 15.2, this Agreement, any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master leaseall mortgages, and all renewalsdeeds to secure debt, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, trust which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leasesthereon, to each and every advance made or hereafter to be made under such mortgages mortgages, deeds to secure debt, and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages mortgages, deeds to secure debt, and deeds of trust and all consolidations of such mortgages mortgages, deeds to secure debt, and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be requiredrequired provided that Tenant has received a nondisturbance and attornment agreement from each Project Mortgagee consistent with the provisions of this Section 15.2 and otherwise in form and substance reasonably satisfactory to Tenant. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or deed to secure debt, the trustee or beneficiary of any deed of trust trust, or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease mortgage, deed to which this Agreement issecure debt, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “a "Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. ." If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, whereupon this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord Landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this AgreementAgreement (provided that such Successor Landlord shall be obligated to cure any defaults of the prior Landlord which are of a continuing nature), (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim offsets or setoff counterclaims which theretofore accrued to Tenant against any prior Landlord, except for any offsets which relate to a failure by any prior Landlord to fund any Capital Expenditures required to be funded pursuant to the terms of this Lease and which remain unfunded by such Successor Landlord, (dc) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Base Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord Mortgagee, or the Superior Mortgagee thereto, (ed) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attornattorn as aforesaid, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Nothing contained in this Section 15.2 shall relieve Landlord from any Successor Landlord shall be liable (a) to pay liability to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, following the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit exercise of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantremedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and Lease shall be subject and subordinate to the lien of any ground bank or master lease, and all renewals, extensions, modifications and replacements thereofinstitutional or other mortgage or mortgages now or hereafter in force against the Premises, and to all mortgages and deeds of trust, which may now or hereafter affect advances made upon the Leased Property, or any portion security thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument provided that Landlord, the lessor under any such lease or the holder of any such mortgage shall execute and deliver to Tenant an agreement (“SNDA Agreement”), in the form attached hereto as Exhibit E or such other form reasonably satisfactory to Landlord, Tenant and the trustee or beneficiary holder of any deed such mortgage, providing that such holder will recognize this Lease and not disturb Tenant's possession of the Premises in the event of foreclosure if Tenant is not then in default hereunder beyond any applicable cure period. Tenant agrees, upon receipt of such SNDA Agreement, to execute such further reasonable instrument(s) as may be necessary to subordinate this Lease to the lien of any such mortgage. The term “mortgage” shall include deeds of trust or any of their respective successors in interest may reasonably request to evidence such subordinationother similar hypothecations. Any lease to which this Agreement is, at In the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and event that any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights mortgagee of Landlord under this Agreement (any such person, “Successor Landlord”), whether through shall acquire possession or foreclosure action or delivery of a new lease or deedthe Premises upon foreclosure, or otherwiseby deed in lieu of foreclosure, at such Successor Landlord’s requestor by any other means, Tenant shall attorn be deemed to have made a full and recognize the Successor Landlord complete attornment to such mortgagee so as to establish direct privity between such mortgagee and Tenant’s landlord ; all rights and obligations of Tenant under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement Lease shall continue in full force and effect and shall be enforceable by and against Tenant with the same force and effect as a direct lease if the Lease had originally been made and entered into directly by and between such mortgagee as the Successor Landlord thereunder and Tenant upon all of the termsTenant; provided, conditions and covenants as are set forth in this Agreementhowever, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) such mortgagee shall not be: (i) liable in any way to Tenant for any act or omissionomission of Landlord occurring prior to such mortgagee succeeding to Landlord’s interest under the Lease, neglect including, without limitation, any offsets or default on the part defense claimed by Tenant to payment of any rent arising from events occurring prior Landlord under this Agreement, to such mortgagee’s succeeding to Landlord’s interest; (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (dii) bound by any modification of this Agreement subsequent rent or additional rent which Tenant paid to such Superior Lease or Mortgage, or by any previous prepayment of Rent Landlord for more than one (1) month in advance advance; (iii) bound by any modification or amendment of the date due hereunder, which was not approved in writing by Lease made without such mortgagee’s consent; (b) such mortgagee shall recognize and accept the Superior rights of Landlord or and its mortgagee and shall thereafter assume the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance obligations of any work to be done by the Landlord under this Agreement the Lease in respect to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(bthe Lease thereafter falling due; and (c) or if requested by such mortgagee, Tenant shall enter into a new lease with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Propertymortgagee, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding other owner of the foregoing, any Successor Premises as Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or for the Successor Landlord required to be paid to Tenant pursuant to the terms remaining term of this Agreement, and, as a condition to any mortgage, lien or lease in respect of Lease and otherwise on the Leased Property, or any portion thereof, same terms and conditions and with the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantsame options then remaining.

SUBORDINATION OF LEASE. This Agreement and any Lease, and all rights of Tenant ---------------------- hereunder are and shall be subject and subordinate to any ground or master leaseall mortgages, trust deeds in the nature of a mortgage (both referred to hereafter as "mortgages"), and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trustground leases, which may now or hereafter affect or encumber the Leased Property, or any portion thereof, or any improvements thereon Property and/or the Building and/or any of such leases, leases (whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, ). This subordination shall likewise apply to each and every advance made or hereafter to be made under such mortgages and deeds of trustmortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust to spreaders and all consolidations consolidation of such mortgages and deeds of trustmortgages. This section Section shall be self-operative and no further instrument of subordination shall be required. In However, in confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease lessor, or the holder of any such mortgage (or the trustee or beneficiary of any deed of trust or any of their respective successors in interest successors-in- interest) may reasonably request to evidence such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within ten (10) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is agreed to be coupled with an interest, to execute and deliver any such instruments for and on behalf of Tenant. Any lease to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time is hereinafter referred to is herein called “as a "Superior Landlord” Lessor"; and any mortgage or deed of trust to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Mortgage” "; and the holder, trustee or beneficiary any mortgagee of a Superior Mortgage is herein called “hereinafter referred to as a "Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. ." Notwithstanding the foregoing, any Successor Landlord shall at Landlord's election, this Lease may be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant made senior to the terms lien of this Agreement, and, as a condition to any mortgage, lien or lease in respect of if the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantmortgagee thereunder so requests.

SUBORDINATION OF LEASE. This Subject to Section 20.1 and this Section ---------------------- ------------ ------- 20.2, this Agreement and any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative conditioned on Tenant's receipt of a nondisturbance and no further instrument attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of subordination shall be requiredthis Section ------- 20.2 and the provisions of Articles 10 and 11 of this Agreement and otherwise in ---- ------------------ form and substance reasonably satisfactory to Tenant. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a -------------- Superior Lease or its successor in interest at the time referred to is herein called “"Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. ----------------- If any Superior Landlord or Superior Hotel Mortgagee or the nominee or designee of any Superior Landlord or Superior Hotel Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through ------------------ possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds)Tenant, or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Nothing contained in this Section 20.2 shall relieve Landlord from any Successor Landlord shall be liable (a) liability to pay to ------------ Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, following the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit exercise of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantremedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. This Agreement Lease and any and all rights the estate of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds deed of trust, mortgage lien or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may now encumber the Premises (such ground lease, deed of trust, mortgage lien or hereafter affect the Leased Propertycharge, or any portion thereofreciprocal easement agreement or other operating agreement and any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to the right of Tenant hereunder and all persons claiming through and under Tenant, or any improvements thereon and/or any otherwise, in the Premises. Tenant's acknowledgment and agreement of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section subordination provided for in this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation However, Tenant, on Tenant's behalf, and on behalf of such subordinationall persons claiming through and under Tenant, Tenant shall promptly executecovenants and agrees that, acknowledge and deliver any instrument that Landlord, from time to time at the lessor under any such lease request of Landlord or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s requestEncumbrance, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly will execute and deliver any instrument that such Successor Landlord may necessary or proper instruments or certificates reasonably request necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject Tenant's consent to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenantencumbrance. Notwithstanding the foregoing, any Successor Landlord holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrance, this Lease shall be liable (a) deemed to pay have priority over such Encumbrance, whether this Lease is dated prior to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant subsequent to the terms date of this Agreement, and, as a condition such Encumbrance. This Lease and Tenant's estate hereunder shall be subordinate to any mortgage, lien or lease in respect an Encumbrance only if the holder thereof does not disturb Tenant's use and occupancy of the Leased Property, or any portion thereof, and Premises so long as Tenant is not in default hereunder beyond the subordination expiration of this Agreement thereto, all applicable cure periods after the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit giving of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantall required notice of default.

SUBORDINATION OF LEASE. This Agreement Subject to Section 20.1 and this Section 20.2, this Agreement, any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be requiredrequired provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee and/or Superior Landlord, consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenant, the benefits of which agreement shall also extend to any Leasehold Mortgagee. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to to, is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Nothing contained in this Section 20.2 shall relieve Landlord from any Successor Landlord shall be liable (a) to pay liability to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, following the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit exercise of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantremedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. This Agreement as the same may hereafter be modified, amended or extended, and any all of Tenant’s right, title and interest in and to the Leased Property, and all rights and privileges of Tenant hereunder in and to the Leased Property are hereby and shall at all times be subject and subordinate to any ground or master lease, the First Mortgage Lien and all renewals, extensions, modifications liens and replacements thereofsecurity interests securing payment of the First Mortgage Loan, and to all mortgages and deeds the lien of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements consolidations, replacements, substitutions and extensions of such leases the First Mortgage Loan and such mortgages of the First Mortgage Loan Documents, and deeds to the rights, privileges, and powers of trust and Landlord hereunder accruing to the Mortgagee, so that at all consolidations of such mortgages and deeds of trust. This section times the First Mortgage Lien shall be selfand remain a lien on the Leased Property prior and superior to this Agreement for all purposes; provided, however, that the Mortgagee enters into a written non-operative disturbance agreement with Tenant (in recordable form if a Memorandum of this Agreement has been recorded) in form and no further instrument substance mutually acceptable to and approved by both Tenant and Mortgagee, such acceptance and approval not to be unreasonably withheld, conditioned or delayed, which non-disturbance agreement is not rejected, repudiated, nullified or terminated in any Federal or state bankruptcy, insolvency or similar proceeding of subordination shall be requiredthe Mortgagee thereunder. In confirmation such non-disturbance agreement the Mortgagee shall agree (A), notwithstanding any default under any of the First Mortgage Loan Documents, that the Tenant’s possession of the Leased Property, the Tenant’s rights and privileges under this Agreement and the leasehold estate granted under this Agreement shall not be disturbed, terminated or otherwise adversely affected by the exercise of any right or remedy under or arising out of any of the First Mortgage Loan Documents (including, without limitation, a foreclosure action or proceeding), and (B) that if it or a purchaser at any foreclosure of any of the First Mortgage Loan Documents, or the recipient of or grantee under a deed in lieu of foreclosure, succeeds to Landlord's interest in the Leased Property that it (or such subordinationpurchaser, recipient or grantee) shall take title to the Leased Property subject to this Agreement, provided in each case that no Event of Default by Tenant then exists and is continuing which would, pursuant to the terms of this Agreement and applicable Legal Requirements, permit Landlord to terminate this Agreement. Upon Notice from Landlord, Tenant shall promptly execute, acknowledge execute and deliver any instrument that Landlordan agreement, in form and substance reasonably required by Mortgagee and reasonably acceptable to Mortgagee and Tenant, confirming the lessor under any such lease or the holder subordination of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at to the time referred to, First Mortgage Lien subject to and subordinate is herein called “Superior Lease” and including the lessor non-disturbance agreement in accordance with the provisions of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” preceding sentence of this Section 20.2. The First Mortgage Lien and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called a “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called a “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the 1240817 nominee or designee of any Superior Landlord Mortgagee or any successful purchaser at any foreclosure of the Superior Mortgagee Mortgage, shall succeed to the Landlord's interest under this Agreement by reason of a default by Landlord under, or the enforcement of, the First Mortgage Loan Documents (any such person, a “Successor Landlord”), in no event shall Successor Landlord have any liability under this Agreement which accrued prior to the date such Successor Landlord shall succeed to the interest of Landlord under this Agreement (but the foregoing shall not exculpate, or be construed or interpreted as exculpating, the Successor Landlord from liability for any obligation under this Agreement which arises following the date that the Successor Landlord succeeded to the rights of Landlord under this Agreement), nor any liability for claims, offsets or defenses which Tenant might have had against Mortgagee as Landlord under this Agreement prior to the date such Successor Landlord shall succeed to the interest of Landlord under this Agreement (any such personprovided, “however, that the Successor Landlord shall be liable for and subject to claims, offsets and defenses which arise following the date that the Successor Landlord succeeded to the rights of Mortgagee as Landlord under this Agreement). Landlord and Tenant hereby agree that upon conveyance of title to the Leased Property, to the Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as and shall continue to perform all of Tenant’s landlord obligations under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b)accept such attornment, and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to all in accordance with the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are Lease is and shall be subject and subordinate to any ground and all mortgages, deeds of trust or master leaseland leases now existing upon or that may be hereafter placed upon the Premises, and to all advances made or to be made thereon, and all renewals, extensionsmodifications, modifications and consolidations, replacements or extensions thereof, and to all mortgages and deeds the lien of trustany such mortgages, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and land leases shall be superior to all consolidations rights hereby or hereunder vested in Tenant, to the full extent of all sums secured thereby; provided, however, that each such mortgage, deed of trust or land lease now or hereafter encumbering the Premises shall provide by its terms, or the holder of such mortgages and deeds mortgage or deed of trust, or the lessor under such land lease, shall by a separate agreement agree that, in the event of foreclosure of such mortgage or deed of trust, or the termination of such land lease by reason of default, Tenant shall remain undisturbed under this Lease so long as Tenant complies with all of the terms, obligations and conditions hereunder. This section provision shall be self-operative operative, and no further instrument of subordination shall be requirednecessary to effectuate such subordination; and the recording of any such mortgage, deed of trust or land lease shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease upon request of Landlord or the holder of any such mortgage or the trustee or beneficiary of any mortgage, deed of trust trust, or land lease, execute and deliver to Landlord within ten (10) days any instrument acknowledging such subordination that Landlord or such holder may reasonably request. Tenant agrees to attorn to any person or entity who may acquire title to the Premises by way or transfer or foreclosure provided that such transferee or purchaser agrees to recognize Tenant's rights under the Lease so long as Tenant is not in default is any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”obligations hereunder. Tenant shall have no also, within twenty (20) days after Landlord’s request, execute an attornment agreement evidencing the obligations under any Superior Lease or Superior Mortgage other than those expressly set forth of Tenant herein to attorn to such mortgagee in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee event of any Superior Landlord or Superior Mortgagee shall succeed to a future succession of the rights of Landlord under this Agreement (herein to any such personmortgagee, “Successor deed of trust holder or land lessor of the Premises. In the event of any act or omission of Landlord constituting a default by Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn not exercise any remedy until Tenant has given Landlord and any mortgagee, deed of trust holder or land lessor of the Premises a prior thirty (30) day written notice of such act or omission and until a reasonable period of time to allow Landlord or the mortgagee, deed of trust holder or land lessor to remedy such act or omission shall have elapsed following the giving of such notice; provided, however, if such act or omission cannot, with due diligence and recognize in good faith, be remedied within such thirty (30) day period, the Successor Landlord and any mortgagee, deed of trust holder or land lessor shall be allowed such further period of time as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may be reasonably request to evidence such attornment (necessary provided that it commences remedying the same with due diligence and in good faith within said thirty (30) day period. Nothing herein contained shall be construed or interpreted as requiring any mortgagee, deed of trust holder or land lessor to remedy such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect lease back the Leased PropertyLand, or any portion thereofpart of the Project, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made may encumber the leasehold estate under such mortgages a sale and deeds of trust, leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of under any such trust deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called a “Superior Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to under any such lease is herein called a “Superior Landlord” Ground Lessor.”) This lease and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (Tenant hereunder shall be and are hereby expressly made subordinate at all times to any such personMortgage and to any Ground Lease now or hereafter existing, “Successor Landlord”)and to all amendments, whether through possession modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or foreclosure action or delivery of a new lease or deedhereafter to be made upon the security thereof, or otherwise, at such Successor Landlord’s request, Tenant shall attorn subject to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms remaining provisions of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to TenantSection. Notwithstanding the foregoing, any Successor Landlord shall be liable use reasonable efforts to obtain a non-disturbance agreement from Metropolitan Life Insurance Company (a) to pay to Tenant any amounts owed under Section 5.1.3(b)i.e., and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or being the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect existing Mortgagee of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such paymentsBuilding), which agreement shall be embodied in an the form attached hereto as Exhibit G. Landlord shall deliver a counterpart of the same executed by Metropolitan Life Insurance Company to Tenant within thirty (30) days following execution and delivery by Landlord and Tenant of this lease and such subordination, non-disturbance and attornment agreement, failing which, as Tenant’s sole remedy for such failure, Tenant may terminate this lease by notice to Landlord to that effect given within ten (10) days after the end of such thirty (30) day period and prior to Tenant taking possession of the Premises. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request; provided that any such instrument shall also include recognition and non-disturbance provisions to the effect that the Mortgagee or Ground Lessor will not disturb Tenant’s continued occupancy of the Premises under this lease so long as Tenant is not in Default hereunder, which recognition and non-disturbance provisions may contain such other terms and conditions as are contained in the Mortgagee’s or Ground Lessor’s customary form reasonably satisfactory to Tenantof subordination, non-disturbance and attornment agreement.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”"SUPERIOR MORTGAGEE". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section SECTION 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”"SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(bSECTION 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(bSECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any Lease, and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any all ground leases of the Premises now or master lease, and all renewals, extensions, modifications and replacements thereof, hereafter existing and to all mortgages and or trust deeds or deeds of trusttrust (all of which are hereafter referred to collectively as "Mortgages"), which that may now or hereafter affect the Leased Property, or encumber all or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust Landlord's interest in the Premises. This subordination shall also cover other lands and/or buildings and/or leases, apply to each and every advance made made, or hereafter to be made made, under such mortgages and deeds of trust, and Mortgages; to all renewals, modifications, replacements and extensions of such leases Mortgages; and such mortgages to "spreaders" and deeds of trust and all consolidations of such mortgages and deeds of trustMortgages. This section Section 6.1 shall be self-operative and no further instrument of subordination shall be required. In ; however, in confirmation of such subordination, Tenant shall promptly from time to time execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors Landlord may from time to time reasonably require in interest may reasonably request order to evidence or confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within twenty (20) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is coupled with an interest, to execute and deliver any such instruments for and on behalf of Tenant. Tenant acknowledges that this Lease has been (and, in the future, may be) assigned by Landlord to a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such Superior Mortgagee. Any ground lease to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Lease” and ," the lessor of under a Superior Lease or its successor in interest at the time is hereinafter referred to is herein called “as a "Superior Landlord” Lessor," and the lessee thereunder, a "Superior Lessee"; and any mortgage or deed of trust Mortgage to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Mortgage” ," and the holder, trustee or beneficiary holder of a Superior Mortgage is herein called “hereinafter referred to as a "Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. ." Notwithstanding the foregoing, any Successor Landlord shall this Lease may be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant made senior to the terms lien of this Agreementany Superior Mortgage, and, as a condition to any mortgage, lien or lease in respect of if and only if the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.Superior Mortgagee thereunder so requests. (SEE SPECIAL STIPULATION 3)

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under comply with the provisions of Section 5.1.3(b5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such paymentscomply with subsections (a) and (b) above, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Lease and any and all rights the estate of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds deed of trust, mortgage lien or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may now encumber the 36 44 Premises (such ground lease, deed of trust, mortgage lien or hereafter affect the Leased Propertycharge, or any portion thereofreciprocal easement agreement or other operating agreement and any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to the right of Tenant hereunder and all persons claiming through and under Tenant, or any improvements thereon and/or any otherwise, in the Premises. Tenaxx'x xcknowledgment and agreement of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section subordination provided for in this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation However, Tenaxx, xx Tenaxx'x xehalf, and on behalf of such subordinationall persons claiming through and under Tenant, Tenant shall promptly executecovenants and agrees that, acknowledge and deliver any instrument that Landlord, from time to time at the lessor under any such lease request of Landlord or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s requestEncumbrance, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly will execute and deliver any instrument that such Successor Landlord may necessary or proper instruments or certificates reasonably request necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject Tenant's consent to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to TenantEncumbrance. Notwithstanding the foregoing, any Successor Landlord holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrance, this Lease shall be liable (a) deemed to pay have priority over such Encumbrance, whether this Lease is dated prior to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant subsequent to the terms date of this Agreementsuch Encumbrance. Notwithstanding the foregoing, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement theretoLease to any Encumbrance under this Section 19.1 shall only be effective if the holder of such Encumbrance (a "Superior Mortgagee") executes and delivers to Tenant a non-disturbance agreement, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit form of Tenant, to make such payments, which agreement shall be embodied in (a) the Superior Mortgagee's standard form if the Superior Mortgagee is an instrument in institution, or (b) a commercially reasonable form reasonably satisfactory if the Superior Mortgagee is not an institution. Tenant shall execute and deliver to Tenantany Superior Mortgagee any such non-disturbance agreement requested by such Superior Mortgagee within ten (10) days of such Superior Mortgagee's request therefor.

SUBORDINATION OF LEASE. This Agreement Lessee agrees that this Lease and any and all rights of Tenant hereunder are and the Lessee's interest herein shall be subject and subordinate to any mortgage, deed of trust, ground or master underlying lease, or any method of financing or refinancing now or hereafter placed against the land and all renewals, extensions, modifications and replacements thereofbuilding of which the Demised Premises form a part, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements replacements, refinancings, consolidations and extensions thereof. Upon request of such leases Lessor, Lessee agrees to execute and such mortgages and deeds of trust deliver any and all consolidations of such mortgages and deeds of trustdocuments, subordinating its rights under this Lease as aforesaid provided the same are drawn by Lessor or Mortgagee or their attorneys at no cost to the Lessee. This section No financing or refinancing hereunder shall affect the Lessee's right to use the Premises so long as Lessee is not in default hereunder. Notwithstanding anything to the contrary herein, this Article 13 shall be self-operative and with no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenantgive effect hereto. Notwithstanding the foregoing, Lessee shall not be obligated to subordinate this Lease or attorn to any Successor Landlord transferee of Lessor's interest under this Lease unless such transferee agrees in writing that Lessee shall not be liable disturbed under this Lease as long as Lessee is not in default under this Lease beyond any applicable notice and cure period. Lessee shall give to any mortgagee, by registered mail, a copy of any notice of default served upon the Lessor, provided that prior to such notice, Lessee has been notified, in writing, (aby way of Notice of Assignment of Rents and Leases) of the address of such mortgagees. In addition, if Lessor shall have failed to pay cure such default within the time provided for in this lease, then the mortgagees shall have an additional thirty (30) days within which to Tenant cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) days, any amounts owed under Section 5.1.3(bMortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure), in which event this lease shall not be terminated while such remedies are being so diligently pursued. Notwithstanding anything to the contrary herein, Lessee shall cooperate with Lessor and (b) any mortgagee with respect to pay to Tenant any portions financing, refinancing and any matter relating thereto including notices in case of insurance proceeds default by Lessor. Lessee shall promptly execute a modification of this lease incorporating therein any changes required by such mortgagee or Awards received by Landlord or the Successor Landlord prospective mortgagee provided, however, that Lessee shall not be required to make any changes or amendments to the Term, Basic Annual Rent or Additional Rent, nor shall any modification affect the operation of Lessee's business change the size or location of the Demised Premises or change any other Basic Business Terms or increase any charge or expense to be paid to Tenant incurred by Lessee pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantLease.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”"SUPERIOR MORTGAGEE". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section SECTION 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”"SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s 's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall 65 continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s 's obligations under Section 5.1.3(bSECTION 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(bSECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, Tenant agrees that this Lease and any and all rights of Tenant Tenant's tenancy hereunder are and shall be automatically subject and subordinate at all times to (a) any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which underlying leases that may now exist or hereafter affect be executed affecting the Leased Building or the Real Property or both, (b) the lien of any mortgage deed of trust or similar security instrument that may now exist or hereafter be executed in any amount for which the Building, the Real Property, or any portion thereofunderlying leases, or any improvements thereon and/or Landlord's interest or estate in any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trustsaid items is specified as security, and to (c) all renewals, modifications, consolidations, replacements and extensions of any of the foregoing. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such leases and ground lease or underlying lease, or the lien of any such mortgages and deeds of trust and all consolidations of such mortgages and deeds mortgage or deed of trust. This section shall be selfIf Tenant fails to execute such instruments within thirty (30) days after written request therefor, Landlord is hereby appointed Tenant's attorney-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly in-fact to execute, acknowledge and deliver any instrument that Landlord, the lessor under any and all such lease or the holder instruments for an on behalf of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordinationTenant. Any lease to which this Agreement is, Landlord will at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s Tenant's written request, Tenant shall attorn attempt to and recognize the Successor Landlord as Tenant’s landlord under this obtain a Non Disturbance Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon from all current or future mortgagees of the termsBuilding or Real Property which recognizes such lessor or mortgagee, conditions and covenants as are set forth in this Agreementthe case may be, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in and, among other things, provides that, notwithstanding any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds)underlying lease, or (g) required to remove any Person occupying the Leased Property mortgage or any part foreclosure thereof, except Tenant's possession and right of use under this Lease in and to the Premises shall not be disturbed by such lessor or mortgagee, if Tenant attorns to such, unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated in accordance with the provisions of this Lease. Any and all costs involved in obtaining such person claims by, through or under a Non Disturbance Agreement will be the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation sole responsibility of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any Lease, and all rights of Tenant hereunder ---------------------- hereunder, are and shall be subject and subordinate to any all ground leases of the Premises now or master lease, and all renewals, extensions, modifications and replacements thereof, hereafter existing and to all mortgages and or trust deeds or deeds of trusttrust (all of which are hereafter referred to collectively as "Mortgages"), which that may now or hereafter affect the Leased Property, or encumber all or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust Landlord's interest in the Premises. This subordination shall also cover other lands and/or buildings and/or leases, apply to each and every advance made made, or hereafter to be made made, under such mortgages and deeds of trust, and Mortgages; to all renewals, modifications, replacements and extensions of such leases Mortgages; and such mortgages to "spreaders" and deeds of trust and all consolidations of such mortgages and deeds of trustMortgages. This section Section 6.1 shall be self-operative and no further instrument of subordination shall be required. In ; however, in confirmation of such subordination, Tenant shall promptly from time to time execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors Landlord may from time to time reasonably require in interest may reasonably request order to evidence or confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within twenty (20) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in- fact, which appointment is coupled with an interest, to execute and deliver any such instruments for and on behalf of Tenant. Tenant acknowledges that this Lease has been (and, in the future, may be) assigned by Landlord to a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such Superior Mortgagee. Any ground lease to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Lease” and ," the lessor of under a Superior Lease or its successor in interest at the time is hereinafter referred to is herein called “as a "Superior Landlord” Lessor," and the lessee thereunder, a "Superior Lessee"; and any mortgage or deed of trust Mortgage to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Mortgage” ," and the holder, trustee or beneficiary holder of a Superior Mortgage is herein called “hereinafter referred to as a "Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. ." Notwithstanding the foregoing, any Successor Landlord shall this Lease may be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant made senior to the terms lien of this Agreementany Superior Mortgage, and, as a condition to any mortgage, lien or lease in respect of if and only if the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantSuperior Mortgagee thereunder so requests.

SUBORDINATION OF LEASE. This Agreement Subject to Section 20.1 and this Section 20.2, any and all rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section Section 20.2 shall be self-self operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time referred to to, is herein called “"Superior Landlord” " and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate subordinate, is herein called “"Superior Mortgage” " and the holder, trustee or beneficiary of a Superior Mortgage is herein called “"Superior Mortgagee”". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “"Successor Landlord”"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s requestLandlord shall have the option either to terminate this Agreement or to recognize Tenant's rights under this Agreement as herein provided and, in such latter event, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s 's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee nominee, designee or designeeAffiliate) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid paid, credited or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Participating Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s 's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s 's agreement to attorn, as aforesaid and and, if Tenant has been requested to attorn, Landlord agrees to provide Tenant with an instrument of nondisturbance non-disturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and Lease shall be subject and subordinate to any ground or master lease, and in all renewals, extensions, modifications and replacements thereof, and respects to all mortgages and deeds of trust, which may Loan Documents now or hereafter affect in effect; provided, however, that the Leased Propertysubjection and subordination of this Lease and Tenant’s leasehold interest hereunder to any Loan Documents shall be conditioned upon the execution and delivery by Designated Lender, one Lender, or any portion thereofone agent of the Lenders, under the Junior Mezzanine Loan Documents and Tenant of a subordination, non-disturbance and attornment agreement (an “SNDA”) substantially in the form attached hereto as Schedule E. At the request of Tenant and with Tenant agreeing to reimburse Landlord, Designated Lender and one Lender, or any improvements thereon and/or any one agent of such leasesthe Lenders, under the Junior Mezzanine Loan Documents for their actual reasonable out-of-pocket costs and expenses (including its reasonable out-of-pocket legal expenses) incurred in connection therewith (whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leasesagreements are executed), to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, Designated Lender and one Lender, or one agent of the lessor Lenders, under any the Junior Mezzanine Loan Documents will provide to Subtenants of Tenant who are subleasing space on commercially reasonable terms, a recognition, non-disturbance and attornment agreement in commercially reasonable form and otherwise acceptable to Landlord, Designated Lender, one Lender, or one agent of the Lenders, under the Junior Mezzanine Loan Documents and Tenant, providing, among other things, that Landlord and Lenders will not disturb such lease or Subtenant’s use and possession of its subleased premises upon the holder termination of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed due to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all occurrence of the terms, conditions and covenants as are set forth in this Agreement, except that Expiration Date or upon the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be earlier to occur of (a) liable the foreclosure of the Mortgage or the recording of a deed in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreementlieu thereof, (b) responsible for any monies owing by the foreclosure of the collateral pledged under the Pledge Agreement or on deposit with any prior Landlord to the credit acceptance of Tenant an assignment in lieu thereof or (except c) to the extent actually paid or delivered to affecting such Subtenant’s use and possession, any similar exercise of remedies by a Lender under the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest Junior Mezzanine Loan Documents. Nothing in the Leased Property and foregoing however shall prevent or limit the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance right of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, successor landlord (including any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(bLender), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to enforce the terms of this Agreement, and, as a condition to such Sublease upon any mortgage, lien or lease in respect of default by the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to TenantSubtenant thereunder.

SUBORDINATION OF LEASE. This Agreement and any Lease, and all rights of Tenant hereunder are and shall be subject and subordinate to any all ground leases of the Property now or master lease, and all renewals, extensions, modifications and replacements thereof, hereafter existing and to all mortgages and mortgages, or trust deeds in the nature of trusta mortgage (both collectively referred to hereafter as "mortgages"), which may now or hereafter affect or encumber the Leased Property, or any portion thereof, or any improvements thereon Property and/or the Building and/or any of such leases, ground leases (whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, ). This subordination shall likewise apply to each and every advance made made, or hereafter to be made made, under such mortgages and deeds of trust, and mortgages; to all renewals, modifications, replacements and extensions of such leases and such mortgages mortgages; and deeds of trust to spreaders and all consolidations of such mortgages and deeds of trustmortgages. This section Section 23 shall be self-operative and no further instrument of subordination shall be required. In However, in confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such ground lease or the holder of any such mortgage (or the trustee or beneficiary of any deed of trust or any of their respective successors successors-in-interest), may request in interest may reasonably request order to evidence such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within ten (10) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is agreed to be coupled with an interest, to execute and deliver any such instruments for and on behalf of Tenant. Any lease to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Lease” " and the lessor of a Superior Lease or its successor in interest at the time is hereinafter referred to is herein called “as a "Superior Landlord” Lessor"; and any mortgage or deed of trust to which this Agreement is, at the time referred to, Lease is subject and subordinate is herein called “hereinafter referred to as a "Superior Mortgage” " and the holder, trustee or beneficiary holder of a Superior Mortgage is herein called “hereinafter referred to as a "Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.3(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. ." Notwithstanding the foregoing, any Successor Landlord shall at Landlord's election, this Lease may be liable (a) to pay to Tenant any amounts owed under Section 5.1.3(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant made senior to the terms lien of this Agreement, and, as a condition to any mortgage, lien or lease in respect of if the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenantmortgagee thereunder so requests.