Common use of SUBORDINATION OF LEASE Clause in Contracts

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 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 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". 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize

SUBORDINATION OF LEASE. Subject to Section SECTION 20.1 and this Section SECTION 20.2, 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section SECTION 20.2 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 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". 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognizerecognize 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, 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 in form and substance reasonably satisfactory to Tenant. Nothing contained in this SECTION 20.2 shall relieve Landlord from any liability to Tenant under this Agreement following the exercise of remedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.220.1, this Agreement and Agreement, 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 her after affect the Collective Leased Property Properties, or any of them, 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. In confirmation of such subordination, (i) 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, and (ii) the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any such deed of trust shall execute and deliver to Tenant a Non-Disturbance Agreement reasonably satisfactory to Tenant (taking into account, however, the reasonable requirements of the lessor or lender, including a lender becoming such in connection with a non-recourse securitized loan), including provisions with respect to insurance and casualty matters. 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". ." 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")with respect to one or more of the Collective Leased Properties, 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 shall recognize Landlord's written agreement to accept Tenant's rights under this Agreement as herein provided and attornment, Tenant shall attorn to and recognizerecognize such Successor Landlord as Tenant's landlord under this Agreement with respect to one or more of the Collective Leased Properties, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, 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 Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against 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, 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 applicable Leased Property and the rents, income, receipts, revenues, issues and profits issuing from such Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the applicable Leased Property ready for occupancy by Tenant, or (g) required to remove any Person occupying the applicable 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.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, this Agreement and Agreement, any and all rights of Tenant 83 -74- 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below)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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognizerecognize the Successor Landlord 84 -75- 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 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 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 5.1.2(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 in form and substance reasonably satisfactory to Tenant. Nothing contained in this Section 20.2 shall relieve Landlord from any liability to Tenant under this Agreement following the exercise of remedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2This Lease, this Agreement and any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master leaseFacility Mortgage and the other related Facility Loan Documents, 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 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 or other related Facility Loan Documents. This section Section shall be self-operative and no further instrument of subordination shall be required provided required, provided, however, that Tenant has received shall execute a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions memorandum of this Section 20.2 and otherwise lease in form and substance reasonably satisfactory to TenantLandlord and Facility Mortgagee and in recordable form which specifically includes the subordination provisions of this Section 9.1. In Notwithstanding and without limiting the foregoing, 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 Facility Mortgagee, or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which subordination and this Agreement is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of Lease shall be terminable by a Superior Lease Successor Landlord in connection with 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 following a Superior Mortgage is herein called "Superior Mortgagee". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed Foreclosure Event pursuant to the rights terms of Landlord under such subordination instrument. Tenant shall not unreasonably withhold its consent to any amendment to this Agreement Lease reasonably required by any Facility Mortgagee, provided that such amendment does not (any such person, "Successor Landlord"), whether through possession i) increase Tenant’s rental obligations or foreclosure action or delivery of a new lease or deedother financial obligations hereunder, or otherwise(ii) have a material adverse effect upon Tenant’s rights hereunder, such Successor Landlord shall recognize or (iii) materially increase Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize’s non-economic obligations hereunder, or (iv) decrease Landlord’s obligations hereunder.

SUBORDINATION OF LEASE. Subject to Section 20.1 and the terms of this Section 20.2ARTICLE XIV, this Agreement and any Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master leaselease of the Premises, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and mortgages, deeds of trust, security interests and similar encumbrances (collectively, a “Mortgage”) which may now or hereafter affect the Leased Property or any improvements thereon and/or any of such leasesPremises, whether or not such mortgages or deeds of trust Mortgage 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 trustmortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust Mortgages 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 Mortgages, provided that Landlord shall obtain a non- disturbance agreement for the benefit of Tenant has received (including its successors and assigns) that shall provide, in substance, at least as follows: (i) that neither the Superior Lessor, Superior Mortgagee, nor any other holder of such lien on the Building and/or the Premises, shall name or join Tenant (or its assigns or subtenants) as a nondisturbance and attornment agreement from each Superior Mortgagee party-defendant or otherwise in any suit, action or proceeding to enforce its liens or claims nor will this Lease, or the Term hereof, be terminated (except as defined below), consistent with permitted by the provisions of this Section 20.2 Lease) unless required to do so by Legal Requirements; (ii) that this Lease (or any rights hereunder) shall not in any event be materially and otherwise adversely affected by the Superior Lessor, Superior Mortgagee, the applicable Superior Lease or Superior Mortgage, by the enforcement of any rights given to the Superior Lessor or Superior Mortgagee pursuant to the terms, covenants, rights or conditions contained in form such Superior Lease or Superior Mortgage, or by any other documents held by any Superior Lessor or Superior Mortgagee as a matter of law; and substance reasonably satisfactory to (iii) that Tenant’s use and occupancy of the Premises (and/or any portion thereof) shall not be disturbed. 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 Mortgage or any of their respective successors in interest may reasonably request to evidence such subordinationagreement. Any ground 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" Lessor”; and any mortgage or deed of trust Mortgage 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 holder of a Superior Mortgage Mortgage, or its successor in interest at the time referred to, is herein called "“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 foreclosure action or delivery of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize.”

SUBORDINATION OF LEASE. Subject EXHIBIT 10.43 Conditioned upon the beneficiary of any mortgages and/or deeds of trust now existing or hereafter placed upon the Leased Premises entering into a Subordination, Non-disturbance and Attornment Agreement (herein an "SNDA") with Tenant in which such beneficiary agrees not to Section 20.1 disturb the possession and this Section 20.2, this Agreement and any and all other rights of Tenant under this Lease so long as Tenant is not in default in the performance of its obligations hereunder, are and, in the event of the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Leased Premises under the terms and shall be conditions of this Lease, Tenant accepts this Lease subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and and/or deeds of trust, which may trust now or hereafter affect constituting a lien or charge upon the Leased Property Premises, provided, however, that if the mortgagee, trustee, 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 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 elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or any of their respective successors in interest may reasonably request holder, this Lease shall be deemed superior to evidence such subordination. Any lease to which lien, whether this Agreement is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease was executed before or its successor in interest at the time referred to is herein called "Superior Landlord" and any after said mortgage or deed of trust trust. Subject to which this Agreement isthe foregoing, Tenant, at any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee for the time referred to, subject purpose of subjecting and subordinate is herein called "Superior Mortgage" and subordinating this Lease to the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". If any Superior Landlord or Superior Mortgagee or the nominee or designee lien of any Superior Landlord such mortgage or Superior Mortgagee shall succeed to the rights deed of Landlord under this Agreement (any such persontrust. Upon Landlord's request, "Successor Landlord"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn execute any SNDA submitted to Tenant if the form thereof is a type of form that is customarily given by institutional lenders and recognizeotherwise complies with this Article 18.

SUBORDINATION OF LEASE. Subject This lease shall automatically be subordinate to Section 20.1 and this Section 20.2any mortgage, this Agreement and encumbrance or deed of trust heretofore or hereafter placed upon the premises by Lessor, to 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 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 trustthereunder, to the interest on the obligations secured thereby, and to all renewals, modifications, replacements and extensions thereof; provided, however, that in the event 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 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 foreclosure of any such mortgage or the trustee or beneficiary of any deed of trust or exercise of the power of sale thereunder, Lessee shall attorn to the purchaser at such foreclosure or sale, and recognize such purchaser as Lessor under this lease if so requested by such purchaser. Within ten days after request therefor by Lessor, or, in the event that upon Lessor's sale, assignment or hypothecation of the Lessor's interest in land or improvements which comprise the premises, an estoppel or offset statement shall be required from Lessee, Lessee shall deliver in recordable form a certificate to any purchaser, mortgagee under such mortgage, or to Lessor, certifying (if such be the case) that this lease is in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Lessee, and stating such other facts and conditions as may be reasonably required of their respective successors in interest may reasonably request Lessee. In the event Lessor is refinancing the premises, Lessee agrees to evidence such subordinationdeliver a current financial statement to the proposed lender. Any If any mortgagee or beneficiary elects to have this lease superior 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 and gives notice of its election to which Lessee, then 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". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee lease shall succeed thereupon become superior to the rights lien of Landlord under this Agreement (any such person, "Successor Landlord")mortgage or deed of trust, whether through possession this lease is dated or foreclosure action recorded before or delivery after the mortgage or deed or trust. Lessee shall execute promptly after demand, without charge, all forms, documents and instruments required by Lessor to carry out the terms of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognizeSection.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, this Agreement and any and all rights of Tenant hereunder, are This Lease is and shall be subject and subordinate to any ground and all mortgages or master leasedeeds of trust now existing upon or that may be hereafter placed upon the Demised Premises or the property and to all advances made or to be made thereon, and all renewals, extensionsmodifications, modifications consolidations, replacements or extensions thereof and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property or any improvements thereon and/or any lien of such leasesmortgages, 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 land leases shall be superior to all consolidations rights hereby and hereunder vested in TENANT, to the full extent of such mortgages and deeds of trustall sums secured hereby. This section provision shall be self-operative and no further instrument of or subordination shall be required provided that Tenant has received a nondisturbance necessary to effectuate such subordination and attornment agreement from each Superior Mortgagee (as defined below)the recording of any such mortgage or deed of trust shall have preference and precedence and be superior and prior in lien to this Lease, consistent with irrespective of the provisions date of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrecording. In confirmation of such subordination, Tenant TENANT shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease on request of LANDLORD or the holder of any such mortgage or the trustee or beneficiary of any deed of trust execute and deliver to LANDLORD within ten (10) days any instrument that LANDLORD or any of their respective successors in interest such holder may reasonably request request. Should any prospective mortgagee or ground lessor require a modification of this Lease, which modification will not cause an increased cost or expense to evidence TENANT or in any other way materially change the rights and obligations of TENANT hereunder in the reasonable judgment of TENANT, then and in such subordinationevent, TENANT agrees that this Lease may be modified and agrees to promptly execute whatever documents are required therefor. Any Should any prospective mortgagee or ground lessor require execution of a short form of lease to which this Agreement isfor recording (containing the names of the parties, at a description of the time referred toDemised Parties, subject and subordinate is herein called "Superior Lease" and the lessor term of this Lease) or a Superior certification from the TENANT concerning the Lease in such form as may be required by a prospective mortgagee or its successor in interest at the time referred ground lessor, TENANT agrees to is herein called "Superior Landlord" and any mortgage or deed promptly execute such short form 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". 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided certificate and Tenant shall attorn deliver same to and recognizeLANDLORD within ten (10) days following the request therefore.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, this This Agreement and any and all rights of Tenant hereunderhereunder are, are and shall be 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 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, provided that the holder thereof shall agree that it shall recognize and not disturb this Agreement and all of Tenant’s rights hereunder subject to, and upon, the terms and conditions hereof, including, without limitation, the provisions of this Article 22. This section shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. 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; provided that any such instrument shall provide for the recognition and nondisturbance of this Agreement and all of Tenant’s rights hereunder upon and subject to the terms and conditions contained herein, including, without limitation, this Section 22.2 and shall obligate the Facility Mortgagee to permit Landlord to apply insurance proceeds and Awards as required by this Agreement. 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"”. 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 shall recognize Tenant's rights under this Agreement as herein provided and Landlord’s request, Tenant shall attorn to and recognizerecognize 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 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 in form and substance reasonably satisfactory to Tenant. Notwithstanding anything in this Agreement to the contrary, any Successor Landlord shall be liable 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. Subject to Section 20.1 and this Section 20.2, this Agreement and Agreement, 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below)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 82 -75- 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognizerecognize 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 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 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 83 -76- Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord's obligations under Section 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 and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to Tenant. Nothing contained in this Section 20.2 shall relieve Landlord from any liability to Tenant under this Agreement following the exercise of remedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.220.1, this Agreement and Agreement, 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 Collective Leased Property Properties, or any of them, 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. In confirmation of such subordination, (i) 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, and (ii) the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any such deed of trust shall execute and deliver to Tenant a Non-Disturbance Agreement reasonably satisfactory to Tenant (taking into account, however, the reasonable requirements of the lessor or lender, including a lender becoming such in connection with a non-recourse securitized loan), including provisions with respect to insurance and casualty matters. 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". ." 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")with respect to one or more of the Collective Leased Properties, 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 shall recognize Landlord's written agreement to accept Tenant's rights under this Agreement as herein provided and attornment, Tenant shall attorn to and recognizerecognize such Successor Landlord as Tenant's landlord under this Agreement with respect to one or more of the Collective Leased Properties, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, 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 Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against 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, 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 applicable Leased Property and the rents, income, receipts, revenues, issues and profits issuing from such Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the applicable Leased Property ready for occupancy by Tenant, or (g) required to remove any Person occupying the applicable 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.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, this Agreement and any and all rights of Tenant hereunder, are This Lease is and shall be subject and subordinate to any ground and all mortgages or master leasedeeds of trust now existing upon or that may be hereafter placed upon the Demised Premises or the property and to all advances made or to be made thereon, and all renewals, extensionsmodifications, modifications consolidations, replacements or extensions thereof and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property or any improvements thereon and/or any lien of such leasesmortgages, 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 land leases shall be superior to all consolidations rights hereby and hereunder vested in TENANT, to the full extent of such mortgages and deeds of trustall sums secured hereby. This section provision shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance necessary to effectuate such subordination and attornment agreement from each Superior Mortgagee (as defined below)the recording of any such superior and prior in lien to this Lease, consistent with irrespective of the provisions date of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrecording. In confirmation of such subordination, Tenant TENANT shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease on request of LANDLORD or the holder of any such mortgage or the trustee or beneficiary of any deed of trust execute the deliver to LANDLORD within ten (10) days any instrument that LANDLORD or any of their respective successors in interest such holder may reasonably request request. Should any prospective mortgagee or ground lessor require a modification of this Lease, which modification will not cause an increased cost or expense to evidence TENANT or in any other way materially change the rights and obligations of TENANT hereunder in the reasonable judgment of TENANT, then and in such subordinationevent, TENANT agrees that this Lease may be so modified and agrees to promptly execute whatever documents are required therefor. Any Should any prospective mortgagee or ground lessor require execution of a short form of lease to which this Agreement isfor recording (containing the names of the parties, at a description of the time referred toDemised Premises, subject and subordinate is herein called "Superior Lease" and the lessor term of this Lease) or a Superior certification from the TENANT concerning the Lease in such form as may be required by a prospective mortgagee or its successor in interest at the time referred ground lessor, TENANT agrees to is herein called "Superior Landlord" and any mortgage or deed promptly execute such short form 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". 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided certificate and Tenant shall attorn deliver same to and recognizeLANDLORD within ten (10) days following the request therefore.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2This Lease, this Agreement and any and all rights of Tenant 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 improvements thereon and/or portion of Landlord's interest in the Premises; provided, however, that no such subordination shall apply to Tenant unless and until a reasonable nondisturbance agreement, has been executed by the holder(s) of any such Mortgages in recordable form and delivered to Tenant in form acceptable for recordation, together with any reasonable documentation required to place third parties on notice thereof (including, without limitation, a memorandum of lease, if necessary). Landlord represents and warrants that, at the time of the commencement of the Term, no Mortgages which are superior to this Lease will encumber the Premises unless such leasesa nondisturbance agreement has been so executed and delivered to Tenant in form acceptable for recordation, whether or not such mortgages or deeds together with any reasonable documentation required to place third parties on notice thereof (including, without limitation, a memorandum of trust lease, if necessary). 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 Mortgages. Without limitation on Landlord's obligation to provide a nondisturbance agreement in form reasonably acceptable to Tenant as a pre-condition of trust. This section the effectiveness of any subordination of this Lease, this Section 6.1 shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below)required; however, consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenant. In confirmation of such subordination, Tenant shall promptly from time to time, and in any event within twenty (20) days after Landlord's request therefor, 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; provided, that such instrument shall include a provision, reasonably satisfactory to Tenant, that Xxxxxx's possession under this Lease shall not be disturbed in the event of a foreclosure of the Mortgage as long as Tenant is not in default under the Lease beyond applicable notice and cure periods. Tenant acknowledges that this Lease may be assigned by Landlord to a superior mortgagee 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," the lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and the lessor of lessee thereunder, a Superior Lease or its successor in interest at the time referred to is herein called "Superior Landlord" 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". If any Superior Landlord or Superior Mortgagee or ." Notwithstanding the nominee or designee foregoing, this Lease may be made senior to the lien of any Superior Landlord or Mortgage, if and only if the 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognizethereunder so requests.

SUBORDINATION OF LEASE. Subject to Section 20.1 22.1 above and the last paragraph of this Section 20.222.2, this Agreement and the applicable Lease, 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 applicable Leased 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 shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument instrxxxxx 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 the applicable 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 the applicable 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". 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")the applicable 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 shall recognize Landlord's written agreement to accept Tenant's rights under this Agreement as herein provided and attornment, Tenant shall attorn to and recognizerecognize such Successor Landlord as Tenant's landlord under the applicable Lease, and shall promptly xxxxxte and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, the applicable 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 the applicable Lease, except that the Successor Landlord (unless formerly the landlord under the applicable 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 Landlord under the applicable Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of the applicable Lease subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month, 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 interest in the applicable Leased Property and the rents, income, receipts, revenues, issues and profits is suing from such Leased Property, (f) responsible for the performance of any work to be done by the Landlord under the applicable Lease to render the applicable Leased Property ready for occupancy by Tenant, or (g) required to remove any Person occupying the applicable 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 suitaxxx xnstrument in confirmation of Tenant's agreement to attorn, as aforesaid. Tenant's oblixxxxxx to subordinate the applicable Lease and Tenant's rights hereunder to any Superior Mortgage or Superior Lease xxx xo attorn to any Successor Landlord, shall be conditioned upon Landlord obtaining from any Superior Mortgagee or Superior Landlord, an agreement which shall be executed by Tenant and such Superior Mortgagee or Superior Landlord which shall provide in substance that so long as no Event of Default exists as would entitle Landlord or any such Superior Mortgagee or Superior Landlord to terminate the applicable Lease or would cause, without any further action of Landlord or such Superior Mortgagee or Superior Landlord, the termination of the applicable Lease or would entitle Landlord or such Superior Mortgagee or Superior Landlord to dispossess Tenant, the applicable Lease shall not be terminated, nor shall Tenant's use, possession or enjoyment of the applicable Leased Property, in accordance with the terms and provisions of the applicable Lease, be interfered with, nor shall the leasehold estate granted by the applicable Lease be affected in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with such Superior Mortgage or Superior Lease, or in the event such Superior Mortgagee or Superior Landlord takes possession of the applicable 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 the applicable Lease. Such agreement shall be in form customarily used by the holder of any such Superior Mortgage or Superior Lease.

SUBORDINATION OF LEASE. Subject It is agreed that the rights and interest of Tenant under this Lease shall be (i) subject or subordinate to Section 20.1 any present or future mortgage or mortgages and this Section 20.2, this Agreement and to any and all rights of Tenant hereunder, are and shall advances to be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereofmade thereunder, and to all mortgages and deeds the interest of trust, which may now or hereafter affect the Leased Property holder thereof in the Premises or any improvements thereon and/or property of which the Premises are a part if such mortgagee shall elect by notice to Tenant to subject or subordinate the rights and interest of Tenant under this Lease to such mortgage or (ii) prior to any present or future mortgage or mortgages, if such mortgagee shall elect, by notice to Tenant, to give the rights and interest of Tenant under this Lease priority to such mortgage. In the event of either of such leaseselections, whether or not such mortgages or deeds and upon notification by mortgagee to that effect, the rights and interest of trust Tenant under this Lease shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter be deemed to be made under subordinate to, or have priority over, as the case may be, said mortgage or mortgages, irrespective of the time of execution or time of recording of any such mortgages and deeds mortgage or mortgages. Tenant agrees it will, within ten (10) days of trustLandlord’s or any such mortgagee’s request therefor, 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 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 and all instruments deemed by Landlord, or by the lessor under requesting mortgagee, necessary or desirable to give effect to or notice of such subordination or priority. Tenant also agrees that if it shall fail at any time to execute, acknowledge and deliver any such lease instrument requested by Landlord, or any such mortgagee, Landlord may, in addition to any other remedies available to it, execute, acknowledge and deliver such instrument as the attorney-in-fact of Tenant and in Tenant’s name; and Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney-in-fact, coupled with an interest with full power of substitution, and in its name, place and stead so to do. Any mortgage to which this Lease shall be subordinated may contain such terms, provisions and conditions as the holder, in its sole discretion, deems necessary or appropriate; provided that such mortgage does not increase Tenant’s liabilities under this Lease, reduce Tenant’s rights under this Lease or change the size or location of the Premises. Notwithstanding the foregoing, however, (a) Landlord shall deliver to Tenant at the time of the execution and delivery of this Lease a subordination, non-disturbance and attornment agreement (“SNDA”) reasonably satisfactory to Tenant with respect to any existing mortgage encumbering the Building as of the Date of Lease, pursuant to which 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 shall agree to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject recognize 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". 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, such Successor Landlord shall recognize not disturb Tenant's ’s rights under this Agreement Lease so long as herein provided Tenant is not in default under this Lease, and (b) Tenant shall attorn not be obligated to subordinate this Lease to any future mortgage encumbering the Building or the Unit unless the mortgagee provides Tenant with an SNDA reasonably satisfactory to Tenant pursuant to which the holder of such mortgage agrees to recognize and recognizenot disturb Tenant’s rights under this Lease so long as Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods, if any. The current mortgagee’s form of SNDA as of the Date of Lease is attached hereto as Exhibit L. Any mortgage recorded after the recording of the memorandum of lease referred to in Section 27.2 shall be subject to this Lease unless the mortgagee elects under clause (i) of this Section to subordinate the rights and interest of Tenant to such mortgage, and records a document evidencing such election. An election by a mortgagee under clause (i) of the first sentence of this Section to subordinate the rights and interest of Tenant to a mortgage shall not be valid unless consented to in writing by all the holders of record of all mortgages then outstanding secured by the Premises.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 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 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". 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2SECTION 21.1, this Agreement and Agreement, 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 of them, 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, provided that, with respect to any such lease, mortgage or deed of trust, Landlord shall deliver to Tenant an agreement by such lessor or holder in a commercially reasonable form to the effect that Tenant's rights hereunder shall not be disturbed by such lessor or holder so long as there exists no Event of Default. This section shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. 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 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 subordinate, is herein called "Superior MortgageSUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior MortgageeSUPERIOR 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")Agreement, 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 shall recognize Landlord's written agreement to accept Tenant's rights under this Agreement as herein provided and attornment, Tenant shall attorn to and recognizerecognize such Successor Landlord as Tenant's landlord under this Agreement, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, 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 Landlord under this Agreement; (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant; (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against 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, 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 Property and the rents, income, receipts, revenues, issues and profits issuing from the Property; (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Property ready for occupancy by Tenant; or (g) required to remove any Person occupying the 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.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, this Agreement and any 8.1 This Lease and all rights of Tenant hereunder, Lessee hereunder are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing, 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 improvements thereon Land and/or the Building 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 leasesbuildings, 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 any consolidations thereof provided that any renewals, modifications, replacements, extensions and/or consolidation of trust and all consolidations of any such leases and/or mortgages and deeds of trustshall not materially increase Lessee's obligations or materially decrease Lessee's rights under this Lease. This section Article shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. In confirmation of such subordination, Tenant Lessee shall promptly execute, acknowledge execute and deliver any instrument that LandlordLessor, the lessor under Lessor of any such underlying 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, provided such instrument does not increase Lessee's obligations or decrease Lessee's rights under this Lease. Any lease The leases to which this Agreement Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes called superior leases and the mortgages to which this Lease is, at the time referred to, subject and subordinate is herein hereinafter sometimes called "Superior Lease" superior mortgages, and the lessor Lessor of a Superior Lease superior lease or its successor in interest at the time referred to is herein sometimes hereinafter called a "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 Lessor"Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "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 foreclosure action or delivery of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize.

SUBORDINATION OF LEASE. Subject to Section 20.1 21.1 and the last paragraph of this Section 20.221.2, this Agreement and any Lease, 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. 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 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". 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 shall recognize Landlord's written agreement to accept Tenant's rights under this Agreement as herein provided and attornment, Tenant shall attorn to and recognizerecognize such Successor Landlord as Tenants landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this 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 Lease, except that the Successor Landlord (unless formerly the landlord under this 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 Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or mortgage, or by any previous prepayment of Minimum Rent or Percentage Rent for more than one (1) month, 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 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 Lease to render the Leased Property ready for occupancy by 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 agreement to attorn, as 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 obtaining from any Superior Mortgagee or Superior Landlord, an agreement which shall be executed by Tenant and such Superior Mortgagee or Superior Landlord which shall provide in substance that so long as no Event of Default exists as would entitle Landlord or any such Superior Mortgagee or Superior Landlord to terminate this Lease or would cause, without any further action of Landlord or such Superior Mortgagee or Superior Landlord, the termination of this Lease or would entitle Landlord or such Superior Mortgagee or Superior Landlord to dispossess Tenant, this Lease shall not be terminated, nor shall Tenant's use, possession or 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 action or proceeding instituted under or in connection with such Superior Mortgage or Superior Lease, or in the 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 Lease. Such agreement shall be in form customarily used by the holder of any such Superior Mortgage or Superior Lease.

SUBORDINATION OF LEASE. Subject to Section 20.1 21.1 and the last paragraph of this Section 20.221.2, this Agreement and any Lease, 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. 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 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". 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 shall recognize Landlord's written agreement to accept Tenant's rights under this Agreement as herein provided and attornment, Tenant shall attorn to and recognizerecognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this 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 Lease, except that the Successor Landlord (unless formerly the landlord under this 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 Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Percentage Rent for more than one (1) month, 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 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 Lease to render the Leased Property ready for occupancy by 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 agreement to attorn, as 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 obtaining from any Superior Mortgagee or Superior Landlord, an agreement which shall be executed by Tenant and such Superior Mortgagee or Superior Landlord which shall provide in substance that so long as no Event of Default exists as would entitle Landlord or any such Superior Mortgagee or Superior Landlord to terminate this Lease or would cause, without any further action of Landlord or such Superior Mortgagee or Superior Landlord, the termination of this Lease or would entitle Landlord or such Superior Mortgagee or Superior Landlord to dispossess Tenant, this Lease shall not be terminated, nor shall Tenant's use, possession or 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 action or proceeding instituted under or in connection with such Superior Mortgage or Superior Lease, or in the 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 Lease. Such agreement shall be in form customarily used by the holder of any such Superior Mortgage or Superior Lease.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2This Lease, this Agreement and any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master leaseFacility Mortgage and the other related Facility Loan Documents, 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 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 or other related Facility Loan Documents. This section Section shall be self-operative and no further instrument of subordination shall be required provided required, provided, however, that Tenant has received shall execute a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions memorandum of this Section 20.2 and otherwise lease in form and substance reasonably satisfactory to TenantLandlord and Facility Mortgagee and in recordable form which specifically includes the subordination provisions of this Section 12.1. In Notwithstanding and without limiting the foregoing, 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 Facility Mortgagee, or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which subordination and this Agreement is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of Lease shall be terminable by a Superior Lease Successor Landlord in connection with 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 following a Superior Mortgage is herein called "Superior Mortgagee". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed Foreclosure Event pursuant to the rights terms of Landlord under such subordination instrument. Tenant shall not unreasonably withhold its consent to any amendment to this Agreement Lease reasonably required by any Facility Mortgagee, provided that such amendment does not (any such person, "Successor Landlord"), whether through possession i) increase Tenant’s rental obligations or foreclosure action or delivery of a new lease or deedother financial obligations hereunder, or otherwise(ii) have a material adverse effect upon Tenant’s rights hereunder, such Successor Landlord shall recognize or (iii) materially increase Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize’s non-economic obligations hereunder, or (iv) decrease Landlord’s obligations hereunder.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 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 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". 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognizerecognize 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

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, this Agreement and any and all rights of Tenant hereunder, are This Lease is and shall be subject and subordinate to any ground and all mortgages or master leasedeeds of trust now existing upon or that may be hereafter placed upon the Demised Premises or the property and to all advances made or to be made thereon, and all renewals, extensionsmodifications, modifications consolidations, replacements or extensions thereof and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property or any improvements thereon and/or any lien of such leasesmortgages, 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 land leases shall be superior to all consolidations rights hereby and hereunder vested in TENANT, to the full extent of such mortgages and deeds of trustall sums secured hereby. This section provision shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance necessary to effectuate such subordination and attornment agreement from each Superior Mortgagee (as defined below)the recording of any such mortgage or deed of trust shall have preference and precedence and be superior and prior in lien to this Lease, consistent with irrespective of the provisions date of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrecording. In confirmation of such subordination, Tenant TENANT shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease on request of LANDLORD or the holder of any such mortgage or the trustee or beneficiary of any deed of trust execute and deliver to LANDLORD within ten (10) days any instrument that LANDLORD or any of their respective successors in interest such holder may reasonably request request. Should any prospective mortgagee or ground lessor require a modification of this Lease, which modification will not cause an increased cost or expense to evidence TENANT or in any other way materially change the rights and obligations of TENANT hereunder in the reasonable judgment of TENANT, then and in such subordinationevent, TENANT agrees that this Lease may be so modified and agrees to promptly execute whatever documents are required therefore. Any Should any prospective mortgagee or ground lessor require execution of a short form of lease to which this Agreement isfor recording (containing the names of the parties, at a description of the time referred toDemised Premises, subject and subordinate is herein called "Superior Lease" and the lessor term of this Lease) or a Superior certification from the TENANT concerning the Lease in such form as may be required by a prospective mortgagee or its successor in interest at the time referred ground lessor, TENANT agrees to is herein called "Superior Landlord" and any mortgage or deed promptly execute such short form 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". 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided certificate and Tenant shall attorn deliver same to and recognizeLANDLORD within ten (10) days following the request therefore.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this ---------------------- ------------ Section 20.2, this Agreement and Agreement, 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 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrequired. 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". If Tenant shall have no ------------------ obligations under any Superior Landlord Lease or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under Mortgage other than those expressly set forth in this Agreement (any such person, "Successor Landlord"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognizeSection 20.2. ------------

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, this Agreement and any and all rights of Tenant hereunder, are This Lease is and shall be subject and subordinate to any ground and all mortgages or master leasedeeds of trust now existing upon or that may be hereafter placed upon the Demised Premises or the property and to all advances made or to be made thereon, and all renewals, extensionsmodifications, modifications consolidations, replacements or extensions thereof and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property or any improvements thereon and/or any lien of such leasesmortgages, 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 land leases shall be superior to all consolidations rights hereby and hereunder vested in TENANT, to the full extent of such mortgages and deeds of trustall sums secured hereby. This section provision shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance necessary to effectuate such subordination and attornment agreement from each Superior Mortgagee (as defined below)the recording of any such mortgage or deed of trust shall have preference and precedence and be superior and prior in lien to this Lease, consistent with irrespective of the provisions date of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenantrecording. In confirmation of such subordination, Tenant TENANT shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease on request of LANDLORD or the holder of any such mortgage or the trustee or beneficiary of any deed of trust execute and deliver to LANDLORD within ten (10) days any instrument that LANDLORD or any of their respective successors in interest such holder may reasonably request request. Should any prospective mortgagee or ground lessor require a modification of this Lease, which modification will not cause an increased cost or expense to evidence TENANT or in any other way materially change the rights and obligations of TENANT hereunder in the reasonable judgment of TENANT, then and in such subordinationevent, TENANT agrees that this Lease may be so modified and agrees to promptly execute whatever documents are required therefor. Any Should any prospective mortgagee or ground lessor require execution of a short form of lease to which this Agreement isfor recording (containing the names of the parties, at a description of the time referred toDemised Premises, subject and subordinate is herein called "Superior Lease" and the lessor term of this Lease) or a Superior certification from the TENANT concerning the Lease in such form as may be required by a prospective mortgagee or its successor in interest at the time referred ground lessor, TENANT agrees to is herein called "Superior Landlord" and any mortgage or deed promptly execute such short form 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". 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided certificate and Tenant shall attorn deliver same to and recognizeLANDLORD within ten (10) days following the request therefore.

SUBORDINATION OF LEASE. Subject to Section 20.1 22.1 above and the last paragraph of this Section 20.222.2, this Agreement and any the applicable Lease, 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 applicable Leased 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 shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the provisions of this Section 20.2 and otherwise required. 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 the applicable 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 the applicable 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 mortgage is herein called "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")the applicable 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 shall recognize Landlord's written agreement to accept Tenant's rights under this Agreement as herein provided and attornment, Tenant shall attorn to and recognizerecognize such Successor Landlord as Tenant's landlord under the applicable Lease, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, the applicable 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 the applicable Lease, except that the Successor Landlord (unless formerly the landlord under the applicable 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 Landlord under the applicable Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or set off which theretofore accrued to Tenant against Landlord, (d) bound by any modification of the applicable Lease subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month, 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 interest in the applicable Leased Property and the rents, income, receipts, revenues, issues and profits issuing from such Leased Property, (f) responsible for the performance of any work to be done by the Landlord under the applicable Lease to render the applicable Leased Property ready for occupancy by Tenant, or (g) required to remove any Person occupying the applicable 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. Tenant's obligation to subordinate the applicable Lease and Tenant's rights hereunder to any Superior Mortgage or Superior Lease and to attorn to any Successor Landlord, shall be conditioned upon Landlord obtaining from any Superior Mortgagee or Superior Landlord, an agreement which shall be executed by Tenant and such Superior Mortgagee or Superior Landlord which shall provide in substance that so long as no Event of Default exists as would entitle Landlord or any such Superior Mortgagee or Superior Landlord to terminate the applicable Lease or would cause, without any further action of Landlord or such Superior Mortgagee or Superior Landlord, the termination of the applicable Lease or would entitle Landlord or such Superior Mortgagee or Superior Landlord to dispossess Tenant, the applicable Lease shall not be terminated nor shall Tenant's use, possession or enjoyment of the applicable Leased Property, in accordance with the terms and provisions of the applicable Lease, be interfered with, nor shall the leasehold estate granted by the applicable Lease be affected in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with such Superior Mortgage or Superior Lease, or in the event such Superior Mortgagee or Superior Landlord takes possession of the applicable 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 the applicable Lease. Such agreement shall be in form customarily used by the holder of any such Superior Mortgage or Superior Lease.

SUBORDINATION OF LEASE. Subject to Section 20.1 and this Section 20.2, this Agreement and any and all rights of Tenant hereunder, are and This Lease shall be subject and subordinate ---------------------- at all times to any all ground or master leaseunderlying leases which may now exist or hereafter be executed affecting the Property, and all renewals, extensions, modifications and replacements or any part thereof, and to all the lien of any mortgages and or deeds of trust, which may trust in any amount or amounts whatsoever now or hereafter affect placed on or against the Leased Property Property, or any improvements thereon and/or part thereof, or on or against the Landlord's interest or estate therein, or on or against any ground or underlying lease (any of the foregoing being a "Superior Interest"), without the necessity of having further instruments on the part of the Tenant to effectuate such leasessubordination. Notwithstanding the foregoing, whether the Tenant covenants and agrees to execute and deliver, upon demand, without charge, such further instruments in form reasonably acceptable to Tenant evidencing such subordination of this Lease to such ground or not underlying leases and to the lien of any 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 as may 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 provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with requested by the provisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to TenantLandlord. In confirmation the event of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease foreclosure or the holder exercise of any such mortgage or the trustee or beneficiary power 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 sale under any mortgage or deed of trust superior to this Lease or to which this Agreement isLease is subject or subordinate, the Tenant shall upon demand attorn to the lessor under said ground or underlying lease, or to the purchaser at any foreclosure sale or sale pursuant to the time referred toexercise of any power of sale under any mortgage or deed of trust, subject and subordinate is herein called "Superior Mortgage" in which event this Lease shall not terminate and the holderTenant shall automatically be and become the tenant of said lessor under said ground or underlying lease or of said purchaser, trustee whichever shall make demand therefor. This Lease shall not be subject or beneficiary subordinate to any ground or underlying lease or to any lien, mortgage, deed of trust, or security interest hereafter affecting the Premises, nor shall Tenant be required to execute any documents subordinating this Lease, unless the ground lessor, lender, or other holder of the interest to which this Lease would be subordinated executes a Superior Mortgage recognition and nondisturbance agreement which (i) provides that this Lease shall not be terminated so long as Tenant is herein called "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 not in material default under this Agreement Lease and (any such person, "Successor Landlord"), whether through possession or foreclosure action or delivery ii) recognizes all of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognizehereunder.