Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are shall be subject and subordinate to any Mortgage that may hereafter be placed upon the Premises, or any part thereof, and to all Mortgages amounts secured thereby, and Superior Leases. At the request to all renewals, replacements and extensions of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Dateforegoing, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent that any Mortgage provides otherwise, provided that any such act mortgagee agrees in writing to not disturb Tenant’s occupancy and possession of the Premises, so long as Tenant is not then in default. Tenant further agrees that, in the event of a foreclosure of any Mortgage or omission continues beyond of a conveyance in lieu thereof, it will attorn to the date when mortgagee or to the purchaser at any foreclosure sale, as the case may be, upon the condition that such successor landlord succeeds mortgagee or purchaser shall agree in writing to Landlordrecognize Tenant and this Lease, so long as Tenant is not then in default. Tenant agrees that such mortgagee or purchaser shall not be bound to recognize (i) Tenant’s interest and Tenant gives notice payment of such act any Rent if paid more than one (1) month in advance or omission); (ii) subject any amendment to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to without such mortgagee’s consent. Tenant which was required to be made prior to the time such successor landlord succeeded to shall at Landlord’s interest; request execute such further instruments or assurances as any mortgagee or purchaser may request to evidence (vi) bound by any obligation to perform any work the subordination of this Lease or to make improvements to acknowledge the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions superiority of this Lease, but only as the case may be upon the condition that such mortgagee or purchaser shall agree in writing to recognize Tenant and this Lease and agree to a non-disturbance of the Tenant, (ii) Tenant’s attornment agreement, and/or (iii) the acknowledgment of the express obligations of Tenant to the extent Landlord’s Mortgagee that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been are provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of for in this Lease. In connection with any financing of Prior to the Real Property or the CenterLandlord entering into a Mortgage, or of the interest of the lessee under any Superior LeaseLandlord shall exercise commercially reasonable efforts to procure a subordination, nondisturbance and attornment agreement from Landlord’s Mortgagee in form and content reasonably acceptable to Tenant, pursuant to which such Mortgagee agrees that so long as there is not then a default by Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentwhich is not cured within the applicable cure period, Mortgagee shall not disturb Tenant’s use of the Premises if lender forecloses upon or otherwise takes possession of the Premises.

Subordination and Attornment. (a) 34.1. Subject to Section 11.5 hereofthe delivery of the non-disturbance agreements described in this Article 34 as a condition precedent to any such subordination, this Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee mortgage, deed of trust, or Lessorlease in which Landlord is tenant now or hereafter in force against the Premises or any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Building or the Premises or to the lien of any mortgage or trust deed, hereafter enforced against the Building or the Premises and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a non-disturbance agreement on (a) the form of non-disturbance agreement customarily used by the lessor under such ground lease or underlying lease or the holder of such mortgage or trust deed or (b) another commercially reasonable form, provided in either instance that such form (i) is reasonably acceptable to Tenant, and (ii) recognizes Tenant’s Purchase Option. Landlord’s delivery to Tenant of non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders or lien holders of Landlord who later came into existence at any time prior to the expiration of the Term shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the terms of this Article 34. Tenant shall be entitled, at Tenant’s sole cost and expense, to record any such non-disturbance agreement promptly after full execution and delivery of such agreement. 34.2. Notwithstanding the foregoing, subject to Landlord’s compliance with the terms of Section 34.1, Tenant shall attorn execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as the lien of any such party succeeds to mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver if any instrument that such successor landlord may reasonably request (1) evidencing such attornmentmortgagee, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee beneficiary or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageelease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to have priority over any such Mortgagelease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the date name of Tenant. Such power is coupled with an interest and is irrevocable. Within five (5) business days after Landlord executes any document in accordance with this Section 34.2 as Tenant’s attorney-in-fact, Landlord shall provide Tenant a copy of such document. 34.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease. In connection with any , if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the Real Property real property of which the Premises constitute a part. Any change affecting the amount or timing of the Centerconsideration to be paid by Tenant or modifying the Term of this Lease shall be deemed as materially altering the terms hereof. 34.4. In the event any proceedings are brought for foreclosure, or in the event of the interest exercise of the lessee power of sale under any Superior Leasemortgage or deed of trust made by Landlord covering the Premises, Tenant shall consent at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent foreclosure or reduce or affect Tenant’s rights sale and recognize such purchaser as Landlord under this Lease other than to a de minimis extentLease.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is expressly made subject and subordinate to all Mortgages any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Leases. At Interest”) without the request necessity of any Mortgagee or Lessorfurther documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall attorn to such Mortgagee or Lessorshall, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to within ten (10) days after Landlord’s interest hereunder request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and attorney-in-fact to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any such instrument that in the name of Tenant if Tenant fails to do so within such successor landlord may reasonably request time. If the interest of Landlord in the Real Property or the Building is transferred to any person (1“Purchaser”) evidencing such attornmentpursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, (2) setting forth Tenant shall immediately attorn to the terms and conditions of Tenant’s tenancyPurchaser, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord the Purchaser and Tenant upon all of on the terms, terms and conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defenseherein, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs Purchaser acquires and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of accepts the Real Property or the CenterBuilding subject to this Lease. Upon Purchaser’s request, or including any such request made by reason of the interest termination of the lessee under any Superior Leasethis Lease as a result of such foreclosure or other proceedings, Tenant shall consent enter in to any reasonable modifications a new lease with Purchaser on the terms and conditions of this Lease requested by any lending institution, provided such modifications do not increase applicable to the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other than proceedings for enforcement of such Superior Interest), upon written notice to a de minimis extentTenant, elect to have this Lease be prior and superior to such Superior Interest.

Subordination and Attornment. Lessee shall, subject to a Secured Party delivering to the Lessee a non-disturbance agreement pursuant to which the Lease will continue as long as no Event of Default of Lessee has occurred, provide to any Secured Party an instrument (athe “Subordination Agreement”) Subject in form and content acceptable to Section 11.5 hereof, Secured Party pursuant to which: A. this Lease and Tenant’s rights hereunder are any extensions, renewals, replacements or modifications thereto, and all right and interest of Lessee in and to the Personal Property shall be subject and subordinate to such Secured Loan Documents; B. Lessee shall be obligated to each of the Subsequent Owners (as defined below) to perform all Mortgages of the terms and Superior Leases. At conditions of this Lease for the request balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Lessor; C. If the Secured Party or a Subsequent Owner takes any Mortgagee proceedings in respect of the Personal Property (including taking possession, foreclosure or Lessorpower of sale) as a result of the occurrence of a default under the Secured Loan Documents, Tenant Lessee shall attorn and be bound to such Mortgagee Secured Party or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as Subsequent Owner under all of the Execution Dateterms of this Lease for the balance of the Term thereof remaining, there are no Superior Leases, Mortgages with the same force and effect as if Secured Party or Condominium Declarations (as hereinafter defined) affecting a Subsequent Owner were the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord landlord under this Lease, whether through possession and Lessee hereby attorns to Secured Party or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor Subsequent Owner as landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Secured Party or a Subsequent Owner taking possession or control of the Personal Property or otherwise becoming the owner of the Personal Property. If Secured Party exercises a repossession or power of sale as a result of the occurrence of a default under the Secured Loan Documents, Lessee shall attorn and be deemed bound to have attorned the Subsequent Owner pursuant to such power of sale under all of the terms of this Lease for the balance of the Term hereof remaining, including any renewals and recognized such successor extensions, with the same force and effect as if the Subsequent Owner were the landlord as Landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Lessee, immediately upon the Subsequent Owner taking possession of the Personal Property. The provisions Lessee also agrees, however, to execute and deliver at any time and from time to time, upon the request of Secured Party or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Secured Party or such Subsequent Owner may be necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Lease. Further, but subject to Section 12.2.D below, from and after any such attornment, Secured Party or such a Subsequent Owner shall be bound to Lessee under all of the terms, covenants and conditions of this Article 11 are self-operative Lease and require no further instruments to give effect heretoLessee shall not be disturbed in its rights under the terms of this Lease; provided, however, that Tenant shall promptly execute and deliver any instrument that Secured Party or such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Subsequent Owner shall not be: (i) liable for any act action or omission of Landlord of, or any payment required to be made by, any prior landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omissionincluding Lessor); (ii) subject bound by any rent which Lessee might have paid for more than the current month to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtylandlord (including Lessor); (iii) bound by liable for the return or application of any prepayment of more than one month’s Rent security deposits unless Lessor actually delivers such deposits to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthSecured Party; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work termination, surrender or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal modification of this Lease made without the consent of Secured Party’s written consent; or (v) subject to any Lessor offsets or Mortgagee of deficiencies, which Tenant has been provided noticeLessee might be entitled to assert against any prior landlord (including Lessor). (c) Any Mortgagee may elect D. Notwithstanding the foregoing or anything else contained herein or elsewhere, Lessee acknowledges and agrees that if Lessee is in default under this Lease shall have priority over and there is an execution or a foreclosure of the Mortgage that it holds andSecurity Instrument (or other conveyance in lieu of foreclosure), upon notification to Tenant or other exercise by such MortgageeSecured Party (or its successor or assign) of its rights or remedies in connection with which title or possession of the Personal Property, or any portion thereof is transferred to the Secured Party (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Secured Party (or from its designee) (all of the foregoing shall collectively be referred to as “Subsequent Owners”), this Lease may or may not be terminated in the Secured Party’s or the Subsequent Owner’s Sole Discretion. If the Secured Party or the Subsequent Owner elects to terminate this Lease, Lessee shall be deemed first assign all of its right, title and interest in any subleases to have priority over such Mortgage, regardless of the date Secured Party or Subsequent Owner at no cost to the Secured Party or Subsequent Owner and comply with the balance of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and all of Tenant’s rights hereunder are subject and shall be subordinate to any and all Mortgages Encumbrances, to all renewals, modifications, consolidations, replacements and Superior Leasesextensions thereof, and to any and all advances made or hereafter made on the security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. At If any proceeding is brought for the request foreclosure of any Mortgagee such Encumbrance (or Lessorif any ground lease is terminated), and if requested by such purchaser or Encumbrancer, Tenant (i) shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), and (ii) shall recognize such purchaser or Encumbrancer as the lessor under this Lease, provided such purchaser or Encumbrancer accepts this Lease and does not disturb Tenant’s occupancy, so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) business days after request by Landlord or any Encumbrancer, Tenant shall attorn execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Mortgagee Encumbrance. Tenant waives the provisions of any Requirement which may give or Lessor, its successors purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in interest the event of any foreclosure proceeding or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person purchaser shall succeed to the rights interest of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Encumbrancer shall not be: be (i) liable for any act action or omission of any prior Landlord (except to the extent such act under this Lease, or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off offsets or offset defenses which Tenant may might have against any prior Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; , or (iii) bound by any prepayment of Rent which Tenant might have paid for more than one month’s Rent the current month to any prior landlord except for Additional Rent on account of Taxes orLandlord, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; or (iv) bound liable for any Security Deposit not actually received by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; Encumbrancer, or (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal future modification of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification not consented to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentEncumbrancer.

Subordination and Attornment. (a) Subject to Section 11.5 hereofAs used herein and elsewhere in this Lease, this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At an “Encumbrance” is any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest Real Property or any purchaser in a foreclosure sale at such time as interest of Landlord therein that is executed or recorded, including any such party succeeds future modification, amendment or supplement to Landlord’s interest hereunder as Landlordany of the foregoing, and any advances made thereunder. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights date of Landlord under this Lease, whether through no Encumbrance exists on the Real Property. If an Encumbrance is created following the date of this Lease, then this Lease shall be subject and subordinate to such Encumbrance only upon delivery to Tenant of a non-disturbance agreement executed by the holder of the Encumbrance on such holder’s then current form providing that if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Tenant’s rights hereunder and will not disturb Tenant’s possession or foreclosure actionhereunder, or the delivery and if this Lease is by operation of law terminated in a foreclosure, that a new lease or deedwill be entered into on the same terms as this Lease for the remaining term hereof, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned but subject to and recognized including such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms matters and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions to the foregoing as may be required by the holder of the Encumbrance in such Mortgagee or Lessorholder’s standard form. Tenant shall, within ten (10) Business Days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Encumbrance created after the date of this Lease, provided such terms and conditions do not increase that the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations disturbance provisions provided for in this Paragraph 21 are included in such document. If Tenant fails to execute and deliver to Landlord the required document within the required ten (10) Business Day period and does not execute and deliver the document to Landlord within five (5) Business Days following Landlord’s additional written notice to Tenant that the document was not received, then Tenant agrees that Landlord shall have the right to execute and deliver such instrument in lieu of Tenant and Tenant shall be bound thereby. Any and all charges imposed by the holder of the Encumbrance to issue the non-disturbance agreement shall be borne by Tenant. If the interest of Landlord in the Real Property or adversely affect Tenant’s rights under this Lease the Building is transferred to any person (by more than a de minimis extent). Upon such attornment“Purchaser”) pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between such successor landlord the Purchaser and Tenant upon all of on the terms, terms and conditions and covenants set forth in this Lease except that herein upon notice from Landlord or Purchaser of such successor landlord shall not be: (i) liable for any act or omission of Landlord (except transfer, subject to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds express terms of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s applicable non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentdisturbance agreement.

Subordination and Attornment. (a) Subject 29.1 This Lease, at Landlord’s option, shall be subordinate to Section 11.5 hereofany present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant’s rights hereunder are subject , then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be, and subordinate by failing to do so within five (5) days after written demand, Landlord and such holder of a mortgage may rely upon such documents as prepared and delivered to Tenant and such documents shall be fully binding on Tenant. Tenant hereby attorns to all Mortgages successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and Superior Leasesattornment agreement from Landlord’s then current mortgagee on such mortgagee’s then current standard form of agreement. At the request “Reasonable efforts” of Landlord shall not require Landlord to incur any Mortgagee cost, expense or Lessorliability to obtain such agreement, it being agreed that Tenant shall attorn be responsible for any fee or review costs charged by such mortgagee. Landlord’s failure to such Mortgagee obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or Lessorbe considered to be a default by Landlord hereunder. 29.2 Each party shall, its successors in interest or any purchaser in a foreclosure sale at such time or times as any such the other party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents may request, upon not less than ten (10) days’ prior written request by the requesting party, sign and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed deliver to the rights of Landlord under this Lease, requesting party a certificate stating whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue is in full force and effect as a direct lease between such successor landlord and Tenant upon all effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the termscertifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, conditions such other information and covenants agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party’s interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate. 29.3 Tenant shall deliver to Landlord prior to the execution of this Lease except that such successor landlord shall not be: (i) liable for and thereafter at any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to time upon Landlord’s interest and Tenant gives notice of such act or omission); request, Tenant’s current audited financial statements (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicableunaudited, certified by Tenant’s Retail Operating Expense Paymentchief financial officer as being true, complete and correct in all material respects), including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which are paid Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project. At Tenant’s request, Landlord shall enter into a confidentiality agreement with Tenant, which agreement is reasonably acceptable to Landlord and covers confidential financial information contained in accordance with this Lease for a period covering more than one month; (iv) bound the Statements provided by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest;. (v) bound by any obligation 29.4 Tenant acknowledges that Landlord is relying on the Statements in its determination to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under enter into this Lease, and (B) repairs Tenant represents to Landlord, which representation shall be deemed made on the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal date of this Lease made without and again on the consent Commencement Date, that no material change in the financial condition of any Lessor or Mortgagee of which Tenant, as reflected in the Statements, has occurred since the date Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over delivered the Mortgage that it holds and, upon notification Statements to Landlord. The Statements are represented and warranted by Tenant by such Mortgagee, this Lease shall to be deemed correct and to have priority over such Mortgage, regardless accurately and fully reflect Tenant’s true financial condition as of the date of this Lease. In connection with submission of any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent Statements to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLandlord.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Amended and Restated Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Amended and Restated Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Amended and Restated Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Amended and Restated Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be reasonably required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) any of Tenant’s non-Rent other obligations under this Amended and Restated Lease or adversely affect any of Tenant’s rights under this Lease (by more than a de minimis extent)Amended and Restated Lease. Upon such attornment, attornment this Amended and Restated Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Amended and Restated Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (viiii) bound by any modification, amendment or renewal of this Lease made without liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord. (c) Any Tenant shall from time to time within 10 days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee may elect or Lessor to confirm any subordination; provided, however, that any obligation of Tenant to enter into any written subordination agreement in favor of a Mortgagee or Lessor with respect to this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Amended and Restated Lease shall be deemed subject to have priority over such Mortgage, regardless the written agreement of the date Mortgagee or Lessor to not disturb Tenant’s right of this Lease. In connection with any financing possession of the Real Property or the Center, or Premises and other rights hereunder upon a foreclosure of the interest subject Mortgage or upon the taking of any action under a Superior Lease such that the lessee under any Superior Lease, Tenant Lessor shall consent succeed to any reasonable modifications the rights of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights Landlord under this Lease other than to a de minimis extentAmended and Restated Lease.

Subordination and Attornment. (a) Subject to Section 11.5 hereofthe execution and delivery to Tenant of an SNDA by any Mortgagee or Lessor and the provisions of this Article 9, this Lease is and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlordsale. Landlord represents and warrants to Tenant that, as of the Execution Effective Date, there are no existing Superior LeasesLeases or Mortgages affecting the Real Property. Notwithstanding anything contained in this Article 9, Mortgages this Lease shall not be subject or Condominium Declarations subordinate to, and Tenant shall not be obligated to subordinate Tenant’s interest in this Lease to any Mortgage recorded after the Effective Date or any Superior Lease executed after the Effective Date, unless and until, in each case, there shall first be delivered to Tenant an SNDA duly executed by the holder of such Mortgage or by the Lessor under such Superior Lease (as hereinafter defined) affecting the Premisesapplicable), provided that such SNDA shall be in commercially reasonable form. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i1) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii2) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 Landlord other than as set forth in connection with a prior casualtyArticles 4 and 6; (iii3) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv4) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v5) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi6) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (7) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (8) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation (but Tenant’s offset rights under Article 4 shall apply). (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within twenty (20) days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject Landlord reserves the right to Section 11.5 hereof, place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease and Tenant’s rights hereunder are any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any liens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant agrees to execute and deliver upon demand (and to cause all Mortgages sublessees and Superior Leasesassignees under Tenant to execute and deliver upon demand) such instruments subordinating this Lease (and all subleases and assignments pursuant to this Lease) to any such lien or encumbrance as shall be required by Landlord. At In the request of any Mortgagee or Lessor, event Landlord's interest in the Leased Premises is derived from a lease from another party and said Lease should be terminated by the other party. Tenant shall agrees to attorn (and to such Mortgagee or Lessorcause all sublessees and assignees under Tenant to so attorn) to the other party, its successors in interest or and assigns as Landlord on this Lease. In the event any proceedings are brought for the foreclosure of any mortgage on the Leased Premises, Tenant will attorn (and Tenant will cause all sublessees and assignees under Tenant to so attorn) to the purchaser in a at foreclosure sale at such time and recognize the purchaser as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions purchaser by virtue of this Article 11 are self-operative and require no further instruments such foreclosure shall be deemed to give effect hereto; providedhave assumed, howeveras substitute Landlord, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of this Lease until the resale or other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the validity of any then existing claims of Tenant (or the claims of any sublessees or assignees under Tenant’s tenancy, ) against the prior Landlord. Tenant agrees to execute and deliver (3and to cause all sublessees and assignees under Tenant to execute and deliver) containing such further assurance and other documents (including but not limited to a new lease upon the same terms and conditions as this lease) confirming the foregoing as such purchaser may be required by such Mortgagee or Lessor, provided such terms reasonably request. Tenant on behalf of itself and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights on behalf of all sublessees and assignees under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair waives any right of election to terminate this Lease because of any such foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to a continuing abatement pursuant execute (and to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent deliver to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (ivthird party) bound by any obligation to make any payment to Tenant which was documents hereinabove required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound executed by any obligation to perform any work or to make improvements to the Premises except Tenant, for (A) repairs and maintenance required to be made by the Landlord under this Leaseon behalf of Tenant, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which if Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over failed to do so within ten (10) days after the Mortgage that it holds and, upon notification to Tenant request therefor by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLandlord.

Subordination and Attornment. This Lease is subordinate to all Superior Leases and Mortgages, and Tenant will attorn to each person or entity that succeeds to Landlord’s interest under this Lease. This Section is self-operative as to Superior Leases and Mortgages and Landlord’s Mortgagees existing when this Lease is executed, but if requested to confirm a subordination and/or attornment, Tenant will execute subordination and attornment agreements furnished by the then-current Landlord’s Mortgagees within fifteen (a15) Subject days after request. The landlord agrees to Section 11.5 hereofuse commercially reasonable efforts to obtain the execution and delivery to Tenant of recordable agreements by the holders of all Superior Leases and Mortgages covering the Premises which are of record prior to the execution and delivery of this Lease and by anyone having any interest in the leased premises which is superior to the interest or title of Landlord or which might at any time adversely affect Tenant’s possession or right to possession of the Premises under the terms of this Lease, which agreements shall provide that, so long as the Tenant shall not be in terminable default under the Lease, this Lease will not be affected and Tenant’s rights possession hereunder are subject will not be disturbed by any default in or foreclosure of such mortgage and subordinate Tenant shall continue peaceably to hold and enjoy the Premises for the remainder of the lease term (and any extension thereof) upon all Mortgages the same terms, covenants and Superior Leasesconditions of this Lease, however, the failure to provide one will not constitute a default by the Landlord. The Landlord will use commercially reasonable efforts to obtain a similar agreement from subsequent mortgagees; however, the failure to provide one will not constitute a default by the Landlord. At the request of any Mortgagee or Lessorthose Landlord’s Mortgagees, Tenant shall attorn will execute the Mortgagee’s standard form subordination, non-disturbance and attornment agreements to such Mortgagee or Lessorprovide for the foregoing. However, its successors in interest or any purchaser in if a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornmentelects in writing, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except will be superior to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest Superior Leases and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such MortgageMortgages specified, regardless of the date of recording, and Tenant will execute an agreement confirming this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentelection on request.

Subordination and Attornment. 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be and Tenant’s failure to do so within ten (a10) Subject days after written demand shall, if Landlord so elects, constitute an Event of Default if such failure continues more than three (3) days after Landlord’s delivery of written notice thereof. Tenant hereby attorns to Section 11.5 hereofall successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Landlord agrees to deliver to Tenant from any future mortgagee or beneficiary a written subordination and non-disturbance agreement in recordable form on the mortgagee’s or beneficiary’s then standard form providing that so long as Tenant performs all of the terms of this Lease, Tenant’s possession under this Lease shall not be disturbed, this Lease will continue and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At Tenant shall not be joined by the request holder of any Mortgagee mortgage or Lessordeed of trust in any action or proceeding to foreclose thereunder, except where such is necessary for jurisdictional or procedural reasons. Landlord agrees to use commercially reasonable efforts to obtain a written subordination and non-disturbance agreement from such mortgagee or beneficiary in a form reasonably acceptable to Tenant; provided that Tenant shall attorn pay all costs incurred by Landlord in obtaining that subordination and non-disturbance agreement. “Commercially reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such Mortgagee agreement, it being agreed that Tenant shall be responsible for any fee or Lessorreview costs charged by such mortgagee or beneficiary. Landlord’s failure to obtain a non-disturbance, its successors in interest or any purchaser subordination and attornment agreement for Tenant in a foreclosure sale form reasonably acceptable to Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. 30.2 Tenant shall, at such time or times as any such party succeeds Landlord may request, upon not less than ten (10) days’ prior written request by Landlord, sign and deliver to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant thatan estoppel certificate, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant which shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions substantially in the form of this Article 11 are self-operative and require no further instruments to give effect hereto; providedExhibit E, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request attached hereto (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing or such other terms and conditions commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain such Mortgagee other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or Lessorany portion of the Project, provided such terms and conditions do not increase or a holder or prospective holder of any mortgage encumbering the RentProject, increase (by more than a de minimis extent) or any portion thereof. Tenant’s non-Rent obligations or adversely affect Tenantfailure to deliver such statement within five (5) days after Landlord’s rights under second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease (Lease) and shall conclusively be deemed to be an admission by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants matters set forth in this Lease the request for an estoppel certificate. 30.3 Tenant shall deliver to Landlord at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project. Landlord further agrees to keep the Tenant’s financials delivered to Landlord pursuant to Section 30.3 and identified by Tenant in writing as confidential (the “Confidential Information”) in confidence for its information only and not to disclose the Confidential Information to anyone else, except (a) to the directors, officers, employees, affiliates and advisors (including attorneys, counsels, consultants and financial advisors) of Landlord; (b) as required by law; (c) to any regulators having jurisdiction over Landlord’s businesses; (d) to any purchaser or prospective purchaser of Landlord’s property in which Tenant is a tenant or subtenant and any lender holding a lien secured by such property; (e) in connection with any litigation between Tenant on the one hand and Landlord on the other; and (f) to any investor or pension fund for which Landlord holds title to the property; provided that Landlord requires in writing that the parties in subparts (a), (d) and (f) hold such successor landlord information confidentially. Landlord agrees not to use such information for any other purposes unless it shall not be: have first entered into a further written agreement with Tenant relating to that other use of the Confidential Information proposed by the Landlord. Notwithstanding the foregoing, Landlord shall be free to use any of the following information obtained lawfully from others: (i) liable for any act or omission information which is, at the time of Landlord (except to disclosure, in the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); public domain; (ii) subject to any defenseinformation which, claimafter disclosure, counterclaimenters the public domain, set-off or offset which Tenant may have against Landlordexcept where such entry is the result of a breach of this Lease; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes orinformation which, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Leasedisclosure, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.was

Subordination and Attornment. (a) Subject to Section 11.5 hereofLandlord represents ---------------------------- that, as of the Effective Date, there are no existing Superior Leases and no existing Mortgages. Provided any such Mortgagee or Lessor has executed and delivered a Nondisturbance Agreement (as hereinafter defined), this Lease and Tenant’s rights hereunder are shall be subject and subordinate to all any Mortgages and Superior Leases. At Leases hereafter entered into by Landlord, and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord's consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided notice.any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (cviii) Any Mortgagee may elect that this Lease shall have priority over liable for the Mortgage that it holds andpayment of any unfunded tenant improvement allowance, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property refurbishment allowance or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentsimilar obligation.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s all rights of Tenant hereunder are are, and shall be, subject and subordinate to all Mortgages present and future ground leases and mortgages, including all amendments, modifications, supplements, renewals, substitutions, refinancings and extensions thereto (each, respectively, a “Superior LeasesLease” or “Superior Mortgage”), on or affecting the land on which the Building stands (“Land”) and the Building or any portion thereof. At The provisions of this Article shall be self-operative and no further instrument of subordination shall be required. Notwithstanding the request of any Mortgagee or Lessorforegoing, Tenant shall attorn promptly execute and deliver, at its own expense, any instrument, in recordable form, if requested, that Landlord, the lessor under a Superior Lease (a “Superior Lessor”) or the holder of a Superior Mortgage (a “Superior Mortgagee”) may reasonably request at any time and from time to time to evidence such subordination; Tenant’s failure to so execute and deliver such instrument shall in no way affect the self-operative subordination provisions of this Section 74(a). The Superior Mortgagee may elect that this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to, or Lessorsubsequent to, its successors the date of such Superior Mortgage. If, in connection with obtaining, continuing or renewing of financing for which the Building, Land or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, the Superior Mortgagee shall request reasonable modifications of this Lease as a condition of such financing, Tenant shall execute said modification provided that such modifications do not materially and adversely increase the obligations of Tenant hereunder, diminish the rights of Tenant hereunder, or cause a change in Tenant’s financial obligations hereunder. Notwithstanding anything to the contrary contained herein, Landlord agrees to use commercially reasonable efforts to deliver to Tenant, at Tenant’s sole cost and expense, a Subordination, Nondisturbance and Attornment Agreement (“SNDA”) executed by any purchaser in Superior Mortgagee on such Superior Mortgagee’s standard form (the current Superior Mortgagee’s standard form of SNDA, which shall be subject to Tenant’s commercially reasonable comments, is annexed hereto as Exhibit D); Landlord requesting a foreclosure sale at such time as any such party succeeds to SNDA from a Superior Mortgagee shall be deemed commercially reasonable efforts. Landlord’s interest hereunder as Landlord. Landlord represents and warrants failure to so deliver a SNDA to Tenant that, as shall in no way affect the self-operative subordination provisions of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesthis Lease. (b) If a If, at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any other Person person or the successors or assigns of the foregoing (collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure actionTenant agrees, or the delivery of a new lease or deed, then at the election and upon request of any such Successor Landlord, to fully and completely attorn to and recognize any such Successor Landlord, as Tenant’s Landlord under this Lease upon the successor landlord and upon then executory terms of this Lease; provided such successor landlord’s written agreement Successor Landlord shall agree in writing to accept Tenant’s attornment attornment. The foregoing provisions of this Section 74(b) shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to recognize Tenant’s interest under this Leasegive effect to said provisions. Upon the request of any such Successor Landlord, Tenant shall be deemed execute and deliver, from time to have attorned time, instruments satisfactory to any such Successor Landlord in recordable form if requested to evidence and recognized such successor landlord as Landlord under this Lease. The confirm the foregoing provisions of this Article 11 are self-operative Section 74(b), acknowledging such attornment and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of its tenancy. Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument, for and on behalf of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)appointment being coupled with an interest. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease Lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in then executory terms of this Lease except that such successor landlord Successor Landlord shall not be: : (i) liable for any previous act or omission or negligence of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); under this Lease; (ii) subject to any defense, claim, counterclaim, set-off defense or offset offset, not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any previous modification or amendment of this Lease made after the granting of such senior interest, or by any previous prepayment of more than one month’s Fixed Rent to any prior landlord except for or Additional Rent on account of Taxes orRent, if applicable, Tenant’s Retail Operating Expense Payment, which are paid unless such modification or prepayment shall have been approved in accordance with this Lease for a period covering more than one month; (iv) bound writing by any obligation to make any payment to Tenant Superior Lessee or Superior Mortgagee through or by reason of which was required to be made prior the Successor Landlord shall have succeeded to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the rights of Landlord under this Lease; (iv) obligated to repair the demised premises or the Building or any part thereof, and (B) repairs to in the Premises event of total or substantial damage beyond such repair as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be completed with the net proceeds of insurance actually made from available to Successor Landlord, provided all insurance to be maintained by Landlord is thus maintained; or (v) obligated to repair the demised premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be completed with the net proceeds of any insurance or condemnation awards award actually made available to such successor landlord; or (viSuccessor Landlord, or consequential damages allocable to the part of the demised premises or the Building not taken. Nothing contained in this Section 74(b) bound shall be construed to impair any right or otherwise exercisable by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticesuch Successor Landlord. (c) Any Mortgagee may elect that If any act or omission by Landlord would give Tenant the right, immediately, or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee and each Superior Lessor, whose name and address shall have priority over previously been furnished to Tenant, by delivering notice of such act of omission addressed to each such party at its last address so furnished, and (ii) a reasonable period for remedying such act or omission shall have elapsed following such giving of notice and following the Mortgage that it holds and, upon notification to Tenant by time when such Mortgagee, this Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Lease shall be deemed to have priority over such or Superior Mortgage, regardless of as the date of this Lease. In connection with any financing of case may be, to remedy the Real Property or same (which shall in no event be less than the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent period to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights which Landlord would be entitled under this Lease other than to a de minimis extenteffect such remedy) provided such Superior Mortgagee or Superior Lessor shall, with reasonable diligence, give Tenant notice of its intention to remedy such act or omission and shall commence and continue to act upon such intention.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant agrees that this Lease and Tenant’s all rights of Tenant hereunder are will be subject and subordinate to all Mortgages the Prime Lease. In connection with execution of the Prime Lease, Landlord shall obtain for Tenant a subordination, non-disturbance and Superior Leasesattornment agreement (“SNDA”) from the Development Authority on terms reasonably acceptable to Tenant. At Landlord will also obtain an SNDA from the request Development Authority for Hitachi and shall use commercially reasonable efforts to obtain an SNDA from the Development Authority for any other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building on the Development Authority’s standard form. Landlord also agrees to enter into an agreement with Hitachi or any Mortgagee other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building, on terms reasonably acceptable to Landlord, not to disturb Hitachi’s or Lessorsuch Permitted User’s possession of the portion of the Premises subleased by Hitachi or such Permitted User in the event of a default by Tenant hereunder and termination of this Lease. Landlord agrees that the Prime Lease SNDA may provide that if Landlord, as lessee, should default beyond applicable notice and cure periods under the Prime Lease, which default results in a termination by the Development Authority of the Prime Lease or would result in an elimination of the Tax Savings for the Property, then, at Tenant’s option, Tenant shall attorn be entitled to such Mortgagee terminate this Lease and enter into a direct lease with the Development Authority for the Premises. Provided Landlord provides Tenant with an SNDA from existing and future mortgagees (including, without limitation, leasehold mortgagees) and holders of superior leasehold interests, reasonably acceptable to Tenant, then Tenant also further agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any other ground or Lessor, its successors underlying lease which may now or hereafter be in interest effect regarding the Property or any purchaser in a foreclosure sale at component thereof, to any mortgage now or hereafter encumbering the Premises or the Property or any component thereof, to all advances made or hereafter to be made upon the security of such time as mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of such mortgage, and to any replacements and substitutions for such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesmortgage. (b) If Landlord hereby agrees to obtain for Tenant an SNDA from its current mortgagee, Wachovia Bank, National Association (“Wachovia”), on a Lessor form reasonably acceptable to Tenant, the basic form of which has been and is currently under negotiation between Tenant and Wachovia, and to use commercially reasonable efforts to obtain an SNDA from Wachovia on Wachovia’s standard form for Hitachi for any other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building. Landlord also agrees to obtain for Tenant and to use commercially reasonable efforts to obtain for Hitachi and any other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building, a commercially reasonable SNDA from any future mortgagee (including, without limitation, leasehold mortgagees), including Wachovia and holders of superior leasehold interests, on such lenders’ forms, subject to any modifications reasonably negotiated by Tenant. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or Mortgagee certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other Person shall succeed to the rights of Landlord under this Leaseparty in interest, whether through possession or foreclosure actionincluding, or the delivery of a new lease or deedwithout limitation, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Leaseany mortgagee. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions term “mortgage” as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth used in this Lease except that such successor landlord shall not be: (i) liable for includes any act deed to secure debt, security deed, and any deed to any other method of financing or omission of Landlord (except refinancing. The term “mortgagee” as used in this Lease refers to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (iiholder(s) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested indebtedness secured by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentmortgage.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant agrees that this Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At security deeds ("Mortgages") now or hereafter encumbering all or any portion of the request Premises, provided that Tenant receives an agreement from the holder of any Mortgagee such Mortgage providing that this Lease and Tenant's rights hereunder shall not be divested or Lessor, in any way affected by any foreclosure or other default proceedings thereunder so long as there exists no Event of Default under the terms of this Lease. Tenant shall attorn to such Mortgagee at any time hereafter, on demand of Landlord or Lessorthe holder of any Mortgage, its successors in interest or execute any purchaser in a foreclosure sale at such time as any instruments which may reasonably be required by such party succeeds for the purpose of evidencing such subordination of this Lease to Landlord’s the lien or security interest hereunder as Landlordof such party. Tenant shall, upon demand, at any time or times, execute, acknowledge and deliver to Landlord represents or the holder of any Mortgage, without expense, any and warrants all documents, in form and substance reasonably acceptable to Tenant thatTenant, as that may be necessary to make this Lease superior to the lien of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting Mortgage. If the Premises. (b) If a Lessor or Mortgagee or holder of any other Person Mortgage shall hereafter succeed to the rights of Landlord under this Lease, whether through possession or foreclosure actionTenant shall, or the delivery of a new lease or deedat such holder's request, then at the request of the successor landlord attorn to and upon recognize such successor landlord’s written agreement to accept as Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor 's landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute execute, acknowledge and deliver any instrument that such successor landlord may reasonably request (1) evidencing be necessary to evidence such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such each successor landlord Landlord and Tenant upon Tenant, subject to all of the terms, covenants and conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof10.5, this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 10 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s the rights of Tenant under this Lease. Such instruments may include a new lease with the successor landlord identical to this Lease (by more than a de minimis extent)but for the then remaining Term. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iiiC) bound by any prepayment of more than one month’s 's Rent to any prior landlord landlord, except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for respect to a period covering more than one monthtermination payment; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or (viF) bound by any modification, amendment amendment, renewal, or renewal termination of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice.successor landlord's consent; or (cG) Any Mortgagee may elect that this Lease shall have priority over personally liable under the Mortgage that it holds andLease, upon notification Mortgagee's liability thereunder being limited to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of its interest in the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentProperty.

Subordination and Attornment. (a) Subject This Lease and all rights of Tenant hereunder shall be subordinate to Section 11.5 hereofall ground leases and underlying leases (collectively referred to as the "Ground Leases" and individually as a "Ground Lease") which may now or hereafter affect the Building or Land and to all mortgages and deeds of trust (collectively referred to as the "Mortgages" and each individually as a "Mortgage") which may now or hereafter affect the Building or Land, whether or not the Ground Leases or Mortgages shall also cover other lands, buildings, or leases, to all amendments, renewals, modifications, replacements and extensions of such Ground Leases and Mortgages and to spreaders and consolidations of such Mortgages. This section shall be self-operative and no further instruments of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any Ground Lease or the holder of any Mortgage or any of their respective assigns or successors in interest may reasonably request to evidence such subordination; and if Tenant fails to execute, acknowledge, or deliver any such instruments within ten (10) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute and deliver any such instrument for and on behalf of Tenant. Any Ground Lease to which this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages is hereinafter called "Superior Lease" and the lessor under a Superior Leases. At the request of any Mortgagee Lease or Lessor, Tenant shall attorn to such Mortgagee its assigns or Lessor, its successors in interest is hereinafter called "Superior Lessor." Any Mortgage to which this Lease is subject and subordinate is hereinafter called "Superior Mortgage" and the holder of a Superior Mortgage is hereinafter called "Superior Mortgagee". If a Superior Lessor or Superior Mortgagee requires that any purchaser in instrument or instruments of subordination be executed by Tenant, Tenant's failure to do so within ten (10) days after request therefor shall be deemed a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesdefault under this Lease. (b) If a any Superior Lessor or Superior Mortgagee (or any other Person shall succeed purchaser at a foreclosure sale) succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leasedeed (hereinafter a "Successor Landlord"), Tenant shall be deemed to have attorned attorn to and recognized recognize such successor Successor Landlord as Tenant's landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative Lease and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to evidence such attornment. Landlord shall attempt to obtain from each Superior Lessor and Superior Mortgagee an agreement that if as a result of the exercise of their rights they become Successor Landlord, (2) setting forth then as Successor Landlord they shall recognize the terms validity and conditions continuance of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease and shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all not disturb Tenant's possession of the termsPremises so long as Tenant shall not be in default of this Lease, conditions and covenants set forth in this Lease except that such successor landlord Successor Landlord shall not be: in no event: (i) be liable for any previous act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); any other prior Landlord under this Lease; (ii) be subject to any defense, claim, counterclaim, set-off offset for a claim arising prior to its succession to the rights of Landlord under this Lease; or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) after notice to Tenant of the existence of a Superior Lessor or a Superior Mortgagee, be bound by any subsequent modification of this Lease or by any subsequent prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account 's installment of Taxes orRent, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound unless such modification or prepayment shall have been expressly approved by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Successor Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease Landlord shall have priority over use diligent efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement in the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless form of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under Exhibit F from any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent Lessor or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentSuperior Mortgagee.

Subordination and Attornment. a. Following the execution of this Lease by the parties, Landlord shall obtain for Tenant from the current holder of a Superior Interest (aas defined below)("Current Lender") Subject to Section 11.5 hereofa non-disturbance agreement providing that if Tenant is not in default under this Lease beyond any applicable grace period, Current Lender will recognize this Lease and Tenant’s 's rights hereunder and will not disturb Tenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by Current Lender. Any and all charges imposed by Current Lender for issuing the aforementioned non-disturbance agreement shall be borne by Tenant, which charges are Five Hundred Dollars ($500.00) if Tenant signs Current Lender's standard form without modification and One Thousand Dollars ($1,000.00), plus Current Lender's attorneys' fees, if Tenant requests revisions to the standard form. As used herein and elsewhere in this Lease, an "Encumbrance" is any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein, and the holder of an Encumbrance that is superior to Tenant's leasehold interest is referred to in this Lease as the holder of a "Superior Interest." b. If an Encumbrance is created following the date of this Lease, then this Lease shall be automatically subject and subordinate to such Encumbrance only upon delivery to Tenant of a non-disturbance agreement executed by the holder of the Encumbrance providing that if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Tenant's rights hereunder and will not disturb Tenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by the holder of the Encumbrance. Tenant shall, within ten (10) days after Landlord's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Encumbrance created after the date of this Lease, provided that the non-disturbance provisions provided for in this Paragraph 21. b. are included in such document. If Tenant fails to execute and deliver to Landlord the required document within the required ten (10) day period, then Tenant agrees that Landlord shall have the right to execute and deliver such instrument in lieu of Tenant and Tenant shall be bound thereby. Any and all Mortgages and Superior Leases. At charges imposed by the request holder of the Encumbrance to issue the non-disturbance agreement shall be borne by Tenant. c. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Mortgagee or LessorEncumbrance, Tenant shall immediately attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancyPurchaser, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord the Purchaser and Tenant upon all of on the terms, terms and conditions and covenants set forth in this Lease except that herein upon notice from Landlord or Purchaser of such successor landlord shall not be: (i) liable for any act or omission of Landlord (except transfer, subject to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds terms of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s applicable non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentdisturbance agreement.

Subordination and Attornment. (a) Subject to Section 11.5 hereof10.6, this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If Subject to Section 10.6, if a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rentnot, increase (by more other than to a de minimis extent) , increase Tenant’s non-Rent obligations or adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any previous act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission)under this Lease; (ii) subject to any defensecredit, demand, claim, counterclaim, set-off offset or offset defense which theretofore accrued to Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) if Mortgagee’s or Lessor’s consent is required under any Mortgage or Superior Lease, bound by any previous modification of this Lease, or by any previous prepayment of more than one month’s Fixed Rent to any prior landlord except for or Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthRent; (iv) bound by any covenant or obligation of Landlord to perform, undertake or complete any work in the Premises or to prepare the Premises for Tenant’s initial occupancy; (v) required to account for any security deposit of Tenant other than any security deposit actually delivered to Mortgagee or Lessor by Landlord; (vi) bound by any obligation to make any payment to Tenant which was required or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be made performed by Landlord after the date of such attornment; and (vii) responsible for any monies (other than overpayments of Tenant’s Tax Payment or Tenant’s Operating Payment) owing by Landlord to Tenant which accrued and relate to any period prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentattornment.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iiiC) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (viF) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (G) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (H) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlordsale. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-self- operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s 's tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the RentRent or, increase (by more other than to a de minimis extent) , increase Tenant’s non-Rent 's other obligations or adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any previous act or omission of Landlord (under this Lease except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission)omission to such successor landlord; (ii) subject to any defensecredit, demand, claim, counterclaim, set-off offset or offset defense which theretofore accrued to Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) if Mortgagee's or Lessor's consent is required under any Mortgage or Superior Lease, bound by any previous modification of this Lease, or by any previous prepayment of more than one month’s 's Fixed Rent to any prior landlord except for or Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthRent; (iv) bound by any covenant or obligation of Landlord to perform, undertake or complete any work in the Premises or to prepare the Premises for Tenant's occupancy; (v) required to account for any security deposit of Tenant other than any security deposit actually delivered to Mortgagee or Lessor by Landlord; (vi) bound by any obligation to make any payment to Tenant which was required or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound performed by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of after the date of this Lease. In connection with such attornment; and (vii) responsible for any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations monies (other than overpayments of Tenant's Tax Payment or Tenant's Operating Payment) owing by Landlord to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Concurrently with Landlord’s execution and delivery of this Lease to Tenant, Landlord shall deliver to Tenant a commercially reasonable subordination, nondisturbance, and attornment agreement, substantially in the form attached hereto as Exhibit H (the “SNDA”) in favor of Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to from Landlord’s interest hereunder as Landlordcurrent lender for the Project (the “Existing Mortgage Holder”). Landlord hereby represents and warrants to Tenant that, as of other than the Execution DateExisting Mortgage Holder, there are no Superior Leases, Mortgages additional Lessors or Condominium Declarations (as hereinafter defined) affecting Mortgagees currently holding an interest in the PremisesProject. (b) If a any future Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the such successor landlord and upon such successor landlord’s written agreement to shall accept in writing Tenant’s attornment and to recognize Tenant’s interest under this Lease, and Tenant shall be deemed to have attorned attorn to and recognized recognize such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 Landlord (other than in connection with a prior casualtyTenant’s right to the Abatement Amount, Landlord’s Contribution or the Renewal Allowance as set forth herein); (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interestinterest (other than in connection with Tenant’s right to the Abatement Amount, Landlord’s Contribution or the Renewal Allowance as set forth herein); (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance repairs, maintenance, replacement or alterations which are required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation to the extent required pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; or (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within ten (10) Business Days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, or otherwise, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned attornment to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s 's tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s 's non-Rent obligations or materially and adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omissionomission to such successor landlord); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest, excepting only the obligation of Landlord to provide Landlord's Contribution in accordance with the terms of this Lease; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institutionlender, provided such modifications do not increase the Rent, materially increase Tenant’s 's non-Rent obligations other than to a de minimis extent or reduce or materially and adversely affect Tenant’s 's rights under this Lease other than to a de minimis extentLease.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant accepts this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages any mortgage, deed of trust or other mortgage, deed of trust or other lien presently existing or hereafter placed upon the Leased Premises and Superior Leases. At to any renewals and extensions thereof; provided that such subordination is expressly contingent upon the request execution of a nondisturbance agreement by any holder of any mortgage or other lien upon the Leased Premises but Tenant agrees that any mortgagee and/or beneficiary of any such deed of trust or other lien ("Landlord's Mortgagee") and/or Landlord shall have the right (but shall not be obligated) at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as Landlord's Mortgagee or Lessormay deem appropriate in its discretion. Upon demand, Tenant agrees to execute such further instruments subordinating this Lease, as Landlord's Mortgagee shall attorn to such Mortgagee or Lessorrequest, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds form satisfactory to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises's Mortgagee. (b) If a Lessor mortgagee or Mortgagee other lienholder or any other Person purchaser acquires the Leased Premises as a purchaser at a foreclosure sale (any such mortgagee or other lienholder or purchaser at a foreclosure sale being each hereinafter referred to as the "Purchaser at Foreclosure"), then Tenant shall succeed (at the sole and absolute election of the Purchaser at Foreclosure) thereafter remain bound to the rights terms of Landlord under this Lease, whether through possession or foreclosure action, or Lease to the delivery of same effect as if a new lease or deedand identical Lease between the Purchaser at Foreclosure, then as Landlord, and Tenant, as Tenant, had been entered into for the remainder of the Term of the Lease in effect at the request time of the successor landlord and upon such successor landlord’s written agreement foreclosure. Tenant shall, on request, execute any certificate or instrument necessary or desirable further to accept Tenant’s attornment and confirm a Purchaser at Foreclosure's election to recognize Tenant’s interest under continue (or discontinue) the Lease in effect after foreclosure, as above provided. If the Purchaser at Foreclosure elects to continue this Lease, Tenant shall be deemed attorn and pay rent to have attorned the Purchaser at Foreclosure as if that party were a signatory to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to "Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice". (c) Any Mortgagee may elect In the event that this Lease Tenant shall have priority over the Mortgage that it holds and, upon notification fail to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with execute any financing of the Real Property instrument described in (a) or the Center, or of the interest of the lessee under any Superior Lease(b) above promptly as requested, Tenant shall consent hereby irrevocably constitutes Landlord as Tenant's attorney-in-fact to any reasonable modifications of this Lease requested execute such instrument in Tenant's name, place and stead, it being stipulated by any lending institutionLandlord and Tenant that such agency is coupled with an interest in Landlord and is, provided such modifications do not increase the Rentaccordingly, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentirrevocable.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant agrees that this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee and all deeds of trust or Lessormortgages (“Mortgages”, Tenant which term shall attorn to such Mortgagee include both construction and permanent financing and all ground or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to other underlying leases from which Landlord’s interest hereunder as title is or hereafter may be derived) that may now or hereafter encumber or otherwise affect the Land or the Building, or Landlord’s leasehold therein, and to any and all renewals, extensions, modifications, recastings or refinancings thereof. Landlord represents further agrees to execute, and warrants use its reasonable efforts to furnish to Tenant that, (promptly as to any existing mortgagee and immediately as to any future mortgagee of the Execution DatePremises) a commercially reasonable non-disturbance agreement in favor of Tenant. If requested by Landlord, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver to Landlord any instrument that certificate or other document evidencing or effecting such successor landlord subordination as Landlord may reasonably request (1) evidencing such attornmentin its sole discretion, (2) setting forth subject to the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except Section 29. Landlord may execute said certificate or other document on behalf of Tenant if Tenant does not execute and deliver to Landlord said certificate or other document within five (5) days after receiving it. Tenant agrees that if any proceedings are brought for the foreclosure of any such successor landlord mortgage or deed of trust, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall not be: (i) liable for any act or omission of Landlord (except attorn to the extent such act or omission continues beyond purchaser, shall recognize the date when such successor purchaser as the landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs shall make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever. Tenant agrees that if any proceedings are successfully brought for the termination of any ground lease, or if any other remedy is successfully exercised by the ground lessor whereby the ground lessor succeeds to the Premises interest of tenant under the ground leases, Tenant, if required to do so by the ground lessor, shall attorn to the ground lessor, shall recognize the ground lessor as a result the landlord this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off. Tenant waives the provisions of damage by fire any law, statute or regulation, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that such foreclosure or termination or other casualty, proceeding is prosecuted or partial condemnation, pursuant to completed. Anything contained in the provisions of this Lease, but only Section to the extent that such repairs can reasonably be made from contrary notwithstanding, any Mortgagee may at any time subordinate the net proceeds lien of any insurance or condemnation awards actually made available its Mortgage to such successor landlord; or (vi) bound by any modification, amendment or renewal the operation and effect of this Lease made without obtaining the Tenant’s consent of any Lessor or Mortgagee of thereto, by giving the Tenant written notice thereof, in which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, event this Lease shall be deemed to be senior to such Mortgage without regard to their respective dates of execution, delivery and/or recordation among the land records, and thereafter such Mortgagee shall have priority over the same rights as to this Lease as it would have had, were this Lease executed and delivered before the execution of such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, 22.1 Tenant accepts this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages any mortgage, deed of trust or other lien presently existing or hereafter placed upon the Demised Premises or the Shopping Center as a whole and Superior Leasesto any renewals and extensions thereof. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as agrees that any such party succeeds mortgagee shall have the right at any time to Landlord’s interest hereunder as Landlord. Landlord represents and warrants subordinate such mortgage, deed of trust or other lien to Tenant thatthis Lease; provided, as however, notwithstanding that this Lease may be (or made to be) superior to mortgage, deed of trust or other lien, the Execution Dateprovisions of mortgage, there are no Superior Leases, Mortgages deed of trust or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed lien relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and/or arising from insurance payable by reason of damage to or destruction of the Demised Premises shall be prior and superior to any contrary provisions contained in this instrument with respect to the payment or usage thereof. Landlord under is hereby irrevocably vested with full power and authority to subordinate this LeaseLease to any mortgage, whether through possession deed of trust or foreclosure action, other lien hereafter placed upon the Demised Premises or the delivery of Shopping Center as a new lease or deedwhole, then at the request of the successor landlord and Tenant agrees upon demand to execute such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under further instruments subordinating this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord Lease as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect heretomay request; provided, however, that upon Tenant's written request and notice to Landlord, Landlord shall use good faith efforts to obtain from any such mortgagee a written agreement that the rights of Tenant shall promptly remain in full force and effect during the Lease Term as long as Tenant shall continue to recognize and perform all of the covenants and conditions of this Lease. 22.2 At any time when the holder of an outstanding mortgage, deed of trust or other lien covering Landlord's interest in the Demised Premises has given Tenant written notice of its interest in this Lease, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage, deed of trust or other lien shall have received written notice of such default and a reasonable time for curing such default shall thereafter have elapsed. 22.3 Tenant agrees that it will from time to time upon request by Landlord execute and deliver any instrument to Landlord a written statement addressed to Landlord (or to a party designated by Landlord), which statement shall identify Tenant and this Lease, shall certify that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease is unmodified and in full force and effect (by more than a de minimis extent). Upon such attornmentor if there have been modifications, this Lease shall continue that the same is in full force and effect as a direct lease between such successor landlord and Tenant upon all so modified), shall confirm that Landlord, is not in default as to any obligations of the termsLandlord under this Lease (or if Landlord Is in. default, conditions and covenants set forth specifying any default.), shall confirm Tenant's agreements contained above in this Lease except that such successor landlord Article XXII, shall not be: (i) liable for any act or omission confirm the Commencement and Termintion Dates of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and shall contain such other information or confirmations as Landlord may reasonably require. Landlord is hereby irrevocably appointed and authorized as the agent and attorney-in-fact of Tenant to execute and deliver any such written statement on Tenant's behalf if Tenant fails to do so within seven (B7) repairs days after the delivery of a written request from Landlord to Tenant. Landlord may treat such failure as an event of default. 22.4 Tenant shall attorn to and be bound to any of Landlord's successors under all the Premises as a result of damage by fire or other casualtyterms, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal covenants and conditions of this Lease made without for the consent balance of any Lessor or Mortgagee of which Tenant has been provided noticeremaining Lease Term. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept TenantT▇▇▇▇▇’s attornment and to recognize TenantT▇▇▇▇▇’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant T▇▇▇▇▇ gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to LandlordL▇▇▇▇▇▇▇’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment amendment, or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within ten (10) business days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this 30.1 This Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee mortgage, deed of trust, or Lessorlease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided with respect to any future mortgage, Tenant deed of trust, or lease in which Landlord is tenant, such subordination shall attorn be subject to such Mortgagee or Lessor, its successors in interest or any purchaser in Tenant’s receipt of a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlordcommercially reasonable nondisturbance agreement. Landlord represents and warrants to Tenant that, as of that there is not currently any financing encumbering the Project or Building. Not more than thirty (30) days after the Execution Date, there are no Superior LeasesLandlord will obtain from the Ground Lessor under the Ground Lease a Ground Lessor Recognition and Non-Disturbance Agreement in the form attached to this Lease as Exhibit H, Mortgages or Condominium Declarations such other form as is reasonably acceptable to Tenant and the Ground Lessor. Landlord shall be responsible for the cost of recording such Ground Lessor Recognition and Non-Disturbance Agreement, including any transfer or other taxes incurred in connection with such recordation. If Landlord has not obtained a Ground Lessor Recognition and Non-Disturbance Agreement from the Ground Lessor within sixty (as hereinafter defined60) affecting days after the PremisesExecution Date, and Landlord does not obtain a Ground Lessor Recognition and Non-Disturbance Agreement within ten (10) business days after receiving a written notice from Tenant (the “NDA Notice”) that Tenant intends to terminate this Lease because Landlord fails to obtain a Ground Lessor Recognition and Non-Disturbance Agreement from the Ground Lessor, then Tenant may elect to terminate this Lease by giving written notice to Landlord at any time after the end of such ten (10) business day period, and prior to Landlord obtaining a Ground Lessor Recognition and Non-Disturbance Agreement from the Ground Lessor. The NDA Notice must include the following statement in capital letters and bold face print: IF LANDLORD FAILS TO OBTAIN A GROUND LESSOR RECOGNITION AND NON-DISTURBANCE AGREEMENT FROM THE GROUND LESSOR WITHIN TEN (10) BUSINESS DAYS FOLLOWING LANDLORD’S RECEIPT OF THIS NOTICE, TENANT MAY ELECT TO TERMINATE THE LEASE. (b) If a Lessor or Mortgagee or any other Person shall succeed to 30.2 Notwithstanding the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leaseforegoing, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any upon demand such further commercially reasonable instrument that such successor landlord may reasonably request (1) or instruments evidencing such attornment, (2) setting forth subordination of this Lease to the terms and conditions lien of Tenant’s tenancy, and (3) containing any such other terms and conditions mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by such Mortgagee or LessorLandlord, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor instrument includes a commercially reasonable nondisturbance agreement. If any such mortgagee, beneficiary or landlord shall not be: under a lease wherein Landlord is tenant (ieach, a “Mortgagee”) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defenseso elects, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageehowever, this Lease shall be deemed prior in lien to have priority over any such Mortgagelease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant shall be in Default hereunder. For the date avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. 30.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease. In connection with any Lease or materially adversely affecting Tenant’s quiet enjoyment of the Premises, if required by a Mortgagee incident to the financing of the Real Property or real property of which the CenterPremises constitute a part. 30.4 In the event any proceedings are brought for foreclosure, or in the event of the interest exercise of the lessee power of sale under any Superior Leasemortgage or deed of trust made by Landlord covering the Premises, Tenant shall consent at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent foreclosure or reduce or affect Tenant’s rights sale and recognize such purchaser as Landlord under this Lease other than to a de minimis extentLease.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights interest hereunder are subject and shall be subordinate to any Mortgage or other security instrument hereafter placed upon the Leased Premises by Landlord, including without limitation, the first priority lien of Lender, and to any and all Mortgages advances made or to be made thereunder, to the interest thereon, and Superior Leasesall renewals, amendments, modifications, replacements and extensions thereof. At Tenant further agrees that upon the request of any Mortgagee or LessorLender, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in will execute a foreclosure sale at such time subordination and attornment agreement providing as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations follows: (as hereinafter defineda) affecting the Premises.[Intentionally Omitted] (b) Neither the Lender nor its successors and assigns shall (A) be liable for any misrepresentation, act or omission of Landlord, and (B) be bound by any amendment or modification of this Lease, not expressly provided for in this Lease, or by any prepayment of more than one month’s fixed rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by such Lender. (c) If a Lessor Lender, any successor or Mortgagee assignee of Lender, or any other Person purchaser at any foreclosure sale under such Lender’s Mortgage or in connection with the delivery of a deed in lieu of foreclosure (collectively “Successor Landlord”) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at Successor Landlord’s request and election (it being understood and agreed that in the request of the successor landlord alternative Successor Landlord may elect to terminate this Lease), Tenant shall attorn to and upon such successor landlord’s written agreement to accept recognize Successor Landlord as Tenant’s attornment and to recognize Tenant’s interest landlord under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to evidence such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that such successor landlord Successor Landlord shall not be: : (i) liable for any misrepresentation, act or omission of Landlord (except to that Successor Landlord shall be responsible for correcting any continuing defaults and obligations which exist at the extent such act or omission continues beyond the date when such successor landlord time Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act under the Lease), or omission); (ii) subject bound by any amendment or modification of this Lease, not expressly consented to any defenseby Lender, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes orfixed rent, if applicable, Tenant’s Retail Operating Expense Payment, which are paid unless such amendment or modification or prepayment shall have been expressly approved in accordance with writing by such Lender. (d) In the event this Lease for is terminated by a period covering more than one month; (iv) bound by any obligation to make any payment to Successor Landlord in connection with a foreclosure or deed in lieu of foreclosure, Tenant which was required to be made prior to shall cooperate in the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Leaseassignment, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from same are assignable, of its licenses, permits, and entitlements and any other contracts specific to the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless operation of the date of this Lease. In connection with any financing of Leased Premises to the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease extent requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentSuccessor Landlord.

Subordination and Attornment. Tenant shall provide to any Mortgagee an instrument (the “Subordination Agreement”) in form and content acceptable to Mortgagee pursuant to which: (a) Subject to Section 11.5 hereof, this Lease and Tenant’s rights hereunder are any extensions, renewals, replacements or modifications thereto, and all right and interest of Tenant in and to the Leased Property, shall be subject and subordinate to such Mortgage Loan Documents; (b) Tenant shall be obligated to each of the Subsequent Owners (as defined below) to perform all Mortgages of the terms and Superior Leases. At conditions of this Lease for the request balance of any the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Landlord; (c) If the Mortgagee or Lessora Subsequent Owner takes any proceedings in respect of the Leased Premises (including taking possession, foreclosure or power of sale) as a result of the occurrence of a default under the Mortgage Loan Documents, Tenant shall attorn and be bound to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as Subsequent Owner under all of the Execution Dateterms of this Lease for the balance of the Term thereof remaining, there are no Superior Leasesincluding any renewals and/or extensions, Mortgages or Condominium Declarations (with the same force and effect as hereinafter defined) affecting the Premises. (b) If a Lessor or if Mortgagee or any other Person shall succeed to a Subsequent Owner were the rights of Landlord landlord under this Lease, whether through possession and Tenant hereby attorns to Mortgagee or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor Subsequent Owner as landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Mortgagee or a Subsequent Owner taking possession or control of the Leased Property or foreclosing under the Mortgage Loan Documents or otherwise becoming the owner of the Leased Premises. If Mortgagee exercises a power of sale as a result of the occurrence of a default under the Mortgage Loan Documents, Tenant shall attorn and be deemed bound to have attorned the Subsequent Owner pursuant to such power of sale under all of the terms of this Lease for the balance of the Term hereof remaining, including any renewals and recognized such successor extensions, with the same force and effect as if the Subsequent Owner were the landlord as Landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Tenant, immediately upon the Subsequent Owner taking possession of the Leased Premises. The provisions Tenant also agrees, however, to execute and deliver at any time and from time to time, upon the request of Mortgagee or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Mortgagee or such Subsequent Owner may be necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Agreement. Further, but subject to section 11.2(d) below, from and after any such attornment, Mortgagee or such a Subsequent Owner shall be bound to Tenant under all of the terms, covenants and conditions of this Article 11 are self-operative and require no further instruments to give effect heretoLease; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Subsequent Owner shall not be: (i) liable for any act action or omission of Landlord of, or any payment required to be made by, any prior landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to including Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject bound by any rent which Tenant might have paid for more than the current month to any defense, claim, counterclaim, set-off or offset which Tenant may have against prior landlord (including Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty); (iii) bound by liable for the return or application of any prepayment of more than one month’s Rent security deposits unless Landlord actually delivers such deposits to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthMortgagee; (iv) bound by liable for any obligation to make any payment to Tenant Capital Improvements which was required to be made prior to the time such successor landlord succeeded to are Landlord’s interestresponsibility; (v) bound by any obligation to perform any work termination, surrender or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire amendment or other casualty, or partial condemnation, pursuant to the provisions modification of this Lease, but only to the extent that such repairs can reasonably be Lease made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlordwithout Mortgagee’s written consent; or (vi) bound by subject to any modificationoffsets or deficiencies, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticemight be entitled to assert against any prior landlord (including Landlord). (cd) Any Mortgagee may elect Notwithstanding the foregoing or anything else contained herein or elsewhere, Tenant acknowledges and agrees that this Lease shall have priority over in the event that an “Event of Default” occurs under the Mortgage that it holds andLoan Documents, upon notification to Tenant an Event of Default occurs hereunder, there is a foreclosure of the Mortgage (or a deed, vesting order or other conveyance in lieu of foreclosure), or other exercise by such MortgageeMortgagee (or its successor or assign) of its rights or remedies in connection with which title or possession of the Leased Property is transferred to the Mortgagee (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (all of the foregoing shall collectively be referred to as “Subsequent Owners”), this Lease shall may or may not be deemed to have priority over such Mortgage, regardless of terminated in the date of this Lease. In connection with any financing of the Real Property Mortgagee’s or the Center, Subsequent Owner’s sole and absolute discretion. If the Mortgagee or of the interest of the lessee under any Superior Subsequent Owner elects to terminate this Lease, Tenant shall consent first assign all of its right, title and interest in each of the Space Leases to any reasonable modifications the Mortgagee or Subsequent Owner at no cost to the Mortgagee or Subsequent Owner and comply with the balance of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLease.

Subordination and Attornment. (a) Subject to Section 11.5 Provided that the Mortgagee or Lessor under any Mortgages or Superior Leases enters into a Subordination, Non-Disturbance and Attornment Agreement substantially in the form of Exhibit H attached hereto and made a part hereof, this Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At Leases and, at the request of any such Mortgagee or Lessor, Tenant shall attorn to such any Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, and (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without the consent of such successor landlord or any previous Lessor or Mortgagee under the Superior Lease or Mortgage in effect at the time of which Tenant has been provided noticesuch modification, amendment or renewal; (vii) liable for the repayment of any security deposit or surrender of any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 20 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights Lessee's interest ---------------------------- hereunder are shall at all times be subject and subordinate to the lien and security title of the Senior Loan Documents and any advances made thereunder and all Mortgages renewals, modifications, consolidations, replacements, substitutions and Superior Leasesextensions thereof. At Lessee and Owner acknowledge and agree that Lessee's payments of the request Senior Loan Debt Service component of the Base Rental and Lessee's payment to Senior Lender of any Mortgagee other amounts due under the Senior Loan Documents shall not be deemed to: (i) cause Senior Lender to succeed to or Lessorto assume any obligations or responsibilities as landlord or Owner under the Lease, Tenant all of which shall attorn continue to such Mortgagee be performed and discharged solely by Owner unless and until Senior Lender has agreed to any attornment by Lessee under this Lease (which Senior Lender has no obligation to do); (ii) relieve Owner of any obligations under the Lease; or Lessor, its successors in interest or (iii) cure any purchaser in a foreclosure sale at such time as default by Owner under any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages Senior Loan Documents. Lessee shall be entitled to full credit under the Lease for any Base Rental or Condominium Declarations (Additional Rental paid to Senior Lender pursuant to the terms hereof to the same extent as hereinafter defined) affecting the Premisesif such Base Rental were paid directly to Owner. (bi) Lessee shall have first given written notice of Owner's act or failure to act to Senior Lender, specifying the act or failure to act on the part of Owner which would give rise to Lessee's rights; and (ii) Senior Lender, after receipt of such notice, shall have failed or refused to correct or cure the conditions complained of within a reasonable time thereafter (in no event more than ninety (90) days), provided that such cure period shall include a reasonable time for Senior Lender to obtain possession of the Leased Property if possession is reasonably necessary for Senior Lender to correct or cure the condition or to foreclose the Deed of Trust, if Senior Lender notifies the Lessee of its intention to take possession of the Leased Property or to complete the foreclosure of such Deed or Trust and unconditionally commits to correct or cure such conditions. If a Lessor Senior Lender is prohibited by any process or Mortgagee injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debt or rehabilitation or insolvency proceedings involving Owner or Lessee from commencing or prosecuting foreclosure or other Person appropriate proceedings in the nature thereof, the Lease, at the option of the Senior Lender, shall succeed continue to be in full force and effect and the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. Lessee shall deliver to Senior Lender a duplicate copy of any and all notices regarding any default which Lessee may from time to time give or serve upon Owner pursuant to the rights provisions of Landlord under this Lease, whether through possession or foreclosure action, or the . Copies of such notices given by Lessee to Owner shall be delivered to Senior Lender simultaneously with delivery of a new lease or deed, then at the request of the successor landlord and upon to Owner. No such successor landlord’s written agreement notice by Lessee to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant Owner hereunder shall be deemed to have attorned been given unless a copy thereof has been given to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments Senior Lender pursuant to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms hereof. If Senior Lender or any other party ("Successor Landlord") becomes owner of ------------------ the Leased Property as the result of a foreclosure or any other exercise by Senior Lender of its right and conditions of Tenant’s tenancyremedies under the Senior Loan Documents or by a deed in lieu thereof, then, at Successor Landlord's election, Lessee shall recognize and (3) containing such other terms and conditions attorn to Successor Landlord as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a Lessee's direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Successor Landlord shall not be: be (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); Owner, (ii) subject to any defense, claim, counterclaim, set-off offset right or offset which Tenant termination right that Lessee may have against Landlordrelating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Owner that occurred before (but not after) the date of attornment; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment representation or warranty of Owner, by any previous modification of this Lease not consented to in writing by Senior Lender or by any payment of Lessee of more than one month’s Rent to 's rent or any prior landlord except for Additional Rent security deposit not actually received by Successor Landlord. If KCCI and/or SELCO have foreclosed on account the Supplemental Collateral and the proceeds of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior such foreclosure has been applied to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work reduction or to make improvements to payment in full of the Premises except for (A) repairs and maintenance required to be made by B Investor Loan and/or SELCO Contribution, then the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease Base Rental shall be deemed adjusted to have priority over reflect such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property reduction or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentpayment in full.

Subordination and Attornment. Landlord shall have the right to subordinate this Lease to any existing future ground Lease, deed of trust or mortgage encumbering the Demised Premises (a) Subject a "mortgage"), and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord's right to Section 11.5 hereofobtain such a subordination is subject to Landlord's providing Tenant with a written Subordination, Non-disturbance and Attornment Agreement from the ground lessor, beneficiary or mortgagee wherein Tenant's right to peaceable possession of the Demised Premises during the Lease Term shall not be disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessoris not otherwise in default, in which case Tenant shall attorn to such Mortgagee the transferee of or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds successor to Landlord’s 's interest hereunder in the Demised Premises and recognize the transferee or successor as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire further providing that such lessor, beneficiary or other casualty, or partial condemnation, pursuant to the provisions of mortgagee shall at all times recognize Tenant's rights under this Lease, but only including making insurance and condemnation proceeds available to Landlord and/or Tenant for reconstruction or repair of the Demised Premises after a casualty or condemnation so long as this Lease is not terminated by Landlord or Tenant as provided in Articles 8 or 9 hereof. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the extent that such repairs can reasonably be made from the net proceeds lien of any insurance its ground lease, deed of trust or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which mortgage and gives Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageewritten notice thereof, this Lease shall be deemed superior to have priority over such Mortgagethe ground lease, regardless deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of this Lease. In connection with any financing the ground lease, deed of the Real Property trust or mortgage or the Centerdate of recording thereof, and further providing that such lessor, beneficiary or of the interest of the lessee under any Superior Lease, Tenant mortgagee shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase at all times recognize Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s 's rights under this Lease, including making insurance and condemnation proceeds available to Landlord and/or Tenant for reconstruction or repair of the Demised Premises after a casualty or condemnation so long as this Lease other than to a de minimis extentis not terminated by Landlord or Tenant as provided in Articles 8 or 9 hereof.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Lessee acknowledges that this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages leases in which Lessor is lessee and to any mortgage or deed of trust now in force against the Building and to all advances made or hereafter to be made thereunder, or any amendments or modifications thereof, and shall be subordinate to any future leases in which Lessor is lessee and to any future mortgage or deed of trust hereafter in force against the Building and to all advances made or hereafter to be made thereunder (all such existing and future leases, mortgages and deeds of trust referred to collectively as "Superior LeasesInstruments"). At Lessee also agrees that if the request holder of any Mortgagee Superior Instrument elects to have this Lease superior to its Superior Instrument and gives notice of its election to Lessee, then this Lease shall be superior to the lien of any such lease, mortgage or deed of trust and all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed of trust. If requested in writing by Lessor or any first mortgagee or ground lessor of Lessor, Tenant Lessee agrees to execute a subordination agreement required to further affect the provisions of this paragraph. Lessor shall provide Lessee with a subordination, non- disturbance and attornment agreement in substantially the form attached hereto as Exhibit C from Lessor's presently existing lender holding a first deed of trust on the Building. In the event of any transfer in lieu of foreclosure or termination of a lease in which Lessor is lessee or the foreclosure of any Superior Instrument, or sale of the Property pursuant to any Superior Instrument, Lessee shall attorn to such Mortgagee purchaser, transferee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any lessor and recognize such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or provided such party acquires and accepts the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement Premises subject to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions agreement of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant Lessee attorn contained in the immediately preceding sentence shall promptly execute and deliver survive any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee foreclosure sale or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticetransfer. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease. Except as otherwise provided in any such instrument requested by such successor landlord or in any Superior Lease (by more than a de minimis extent). Upon or Mortgage, upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent to the extent such consent was required; (vii) liable for the repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within ten (10) days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this i. This Lease and Tenant’s rights hereunder are is subject and subordinate to (i) all present and future ground leases or underlying lease of the Real Property or any part thereof heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof (collectively, the "Superior Leases") and (ii) to the lien of any mortgages or trust deeds, now or hereafter in force against the Project, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds (collectively, "Mortgages"), unless the mortgagees, trustees and/or holders of such Mortgages (collectively, "Mortgagees"), or the lessors under such Superior Leases ("Superior Lessors"), require in writing that this Lease be superior thereto. With respect to any future Superior Leases and Mortgages, Landlord agrees to use commercially reasonable efforts to provide Tenant with a commercially reasonable non-disturbance agreement from the Superior Lessors/Mortgagees of such Superior Leases and Mortgages and Landlord's failure to do so shall render this Lease superior to any such future Mortgage and/or Superior LeasesLease. At Tenant agrees to use commercially reasonable efforts to cooperate with Landlord and any such Superior Lessors/Mortgagees in negotiating such non-disturbance agreement. Within sixty (60) days after the request execution of any Mortgagee or Lessorthis Lease, Tenant Landlord shall attorn obtain a non-disturbance agreement from the holder of the existing deed of trust encumbering the Building in the form attached hereto as Exhibit I. ii. Subject to such Mortgagee or LessorSection 18.1.1 above, if a successor landlord (whether Mortgagee, its successors in interest nominee or designee, any purchaser in at a foreclosure sale at sale, or such time as any other person, or such party succeeds to person's successors or assigns, or designee, together with the successors and assigns of such successor landlord ("Successor Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined") affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned attorn to and recognized recognize such successor landlord Successor Landlord as Landlord under this Lease. The Subject to Section 18.1.1 above, the provisions of this Article 11 Section 18.1 are self-operative self‑operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly shall, within ten (10) business days of request, execute and deliver delivery any commercially reasonable instrument that such successor landlord Successor Landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or LessorSuccessor Landlord, provided such terms and conditions do instrument does not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent 's other obligations or materially and adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease Lease, except that such successor landlord Successor Landlord shall not be: (i) a. liable for any act or omission of Landlord any prior landlord (except to including, without limitation, the extent such act or omission continues beyond the date when such successor landlord succeeds to then defaulting Landlord’s interest and Tenant gives notice of such act or omission); (ii) b. subject to any defenseabatement, claim, counterclaim, set-off defense or offset offsets which Tenant may have against any prior Landlord (including, without limitation, the then defaulting Landlord); c. obligated to cure any defaults of any prior landlord (including, without limitation, Landlord) which occurred, or to make any payment to Tenant which was required to be paid by any prior landlord (including, without limitation, Landlord), prior to the date of attornment, except defaults in the ongoing maintenance and repair obligations of Landlord under this Lease; provided that nothing contained herein shall be deemed that, in each case, Mortgagee (and Successor Landlord, as applicable) has received prior written notice and opportunity to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtycure such default; (iii) d. bound by any prepayment payment of rent or additional rent which Tenant might have paid for more than one month’s Rent month in advance of the due date under this Lease to any prior landlord except for Additional Rent on account of Taxes orLandlord (including, if applicablewithout limitation, Tenant’s Retail Operating Expense Paymentthe then defaulting Landlord), which are paid in accordance with this Lease for a period covering more than one monthunless actually received by such Successor Landlord; (iv) e. bound by any obligation to make any payment to Tenant which was required to be made prior to on the time date on which such successor landlord succeeded to Landlord’s interestsuccession occurs; f. liable, responsible or accountable for any monies deposited with any prior Landlord (v) bound including security deposits), whether or not still held by any obligation to perform any work or to make improvements such prior landlord, except to the Premises except extent such monies are actually received by Mortgagee or such Successor Landlord (as applicable) for (A) repairs and maintenance required to be made by its own account as the Landlord landlord under this LeaseLease as security for the performance of Tenant's obligations under this Lease (which deposit shall, and (B) repairs to the Premises as a result of damage by fire or other casualtynonetheless, or partial condemnation, pursuant be held subject to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord); or (vi) g. bound by any modificationsurrender, termination, amendment or renewal modification of this Lease made without the consent of Mortgagee or such Successor Landlord. Tenant shall, within ten (10) business days of request from Landlord, execute and deliver any Lessor commercially reasonable documents or instruments that may be reasonably required by any Mortgagee of which Tenant has been provided notice. or lessor to confirm any subordination (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds andor, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease if requested by any lending institutionMortgagee or Superior Lessor, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentpriority).

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s the rights of the Tenant hereunder are shall be subject and subordinate to all existing or future Mortgages and Superior Leasesto all renewals, modifications, consolidations, replacements and extensions thereof. At Whenever requested by the request Landlord or a Mortgagee, the Tenant shall, within five (5) business days after such request, enter into an agreement with the Mortgagee whereby the Tenant postpones or subordinates this Lease to the interest of any stipulated Mortgagee or Lessor, Tenant and agrees that whenever requested by such Mortgagee it shall attorn to and become the tenant of such Mortgagee or LessorMortgagee, its successors in interest or any purchaser from such Mortgagee in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as the event of the Execution Dateexercise by the Mortgagee of its power of sale, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting for the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to then unexpired residue of the rights Term upon all the terms and conditions of Landlord under this Lease. The Tenant shall, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon Landlord or any lessor under any ground lease affecting the Building, enter into an agreement with such successor landlord’s written agreement lessor to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant the effect that it shall be deemed to have attorned attorn to and recognized become the tenant of such lessor, or any successor landlord or assign, if the lessor or any successor or assign should take possession of the Building as Landlord under this Lease. The provisions a result of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver a default tinder any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth ground lease for the then unexpired residue of the Term upon all the terms and conditions of this Lease. Upon written request by the Tenant’s tenancy, and the Landlord shall use its best efforts (3provided this shall not involve any expense) containing to obtain written assurances from the lessor under any ground lease of the Lands or the Building or any Mortgagee with an interest in the Building prior to that of the Tenant to the effect that so long as the Tenant is not in default under this Lease such other terms and conditions as may be required by such owner or Mortgagee or Lessor, provided such terms and conditions do not increase will recognize the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all not disturb the Tenant's occupancy of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticePremises. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s 's tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase Tenant's obligations other than to a de minimis extent or adversely affect the Rent, increase (by more rights of Tenant under this Lease other than to a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omissionomission to such successor landlord); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; Landlord (except as provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtyclause (i) above, Section 4.2(c) and in Articles 13 and 14); (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest's interest other than pursuant to Section 4.2; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. notice (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than pursuant to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentthe express provisions of Articles 37 and 38).

Subordination and Attornment. Within one week after Landlord’s written request (a) Subject which may be made from time to Section 11.5 hereoftime throughout the Term), Tenant shall execute a Subordination, Non-Disturbance, and Attornment Agreement in the applicable Lender’s standard form (“SNDA”). The SNDA must provide Tenant with basic non-disturbance protection and may provide, among other things, that this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as interests of the Execution DateLender (and to all renewals, there are no Superior Leasesmodifications, Mortgages consolidations, replacements, or Condominium Declarations (as hereinafter defined) affecting extensions thereof), and that if the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed Lender succeeds to the rights of Landlord under this Lease, whether through possession by foreclosure, deed in lieu of foreclosure or foreclosure action, or the delivery of a new lease or deedotherwise, then at the request of the (i) such successor landlord and upon will not be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such successor landlordlandlord will not be bound by any prepayment by Tenant of more than one month’s written agreement installment of rent, (iii) such successor landlord will not be subject to accept any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attornment and to recognize Tenant’s interest landlord under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that (v) Tenant shall promptly execute and deliver any instrument instruments that such successor landlord may reasonably request (1) evidencing be necessary to evidence such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3vi) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon on such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant. Tenant upon all of irrevocably constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver the termsSNDA if Tenant fails to deliver it to Landlord within the one-week period described above. If Landlord fails to provide Tenant, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of within 60 days after the date of this Lease. In connection with any financing , an SNDA signed by all of its Lenders (who have an interest in the Real Property or Premises as of such 60th day) on the Center, or of the interest of the lessee under any Superior LeaseLender’s standard form, Tenant shall consent may terminate this Lease by giving written notice of termination to any reasonable modifications Landlord between the 61st and 68th day following the date of this Lease requested by (in which case Landlord shall return to Tenant any lending institutionprepaid rent and Security Deposit and neither party will have any further obligation to the other under this Lease, provided such modifications do not increase the Rent, increase except for Tenant’s non-Rent indemnity obligations other than to a de minimis extent or reduce or affect Tenant’s rights under on account of the period preceding the termination). Additionally, if any new Lender obtains an interest in the Premises after the date of this Lease other than to a de minimis extentLease, Landlord shall diligently pursue an SNDA from the new Lender.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives had given prompt notice of such act or omissionomission to the Lessor or Mortgagee); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Tenant shall from time to time within 10 days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee may elect that this Lease or Lessor to confirm any subordination. (d) Notwithstanding anything, upon written request by Tenant, Landlord will use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from Landlord’s current mortgagee on such mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability, Tenant hereby agreeing to pay all costs and charges in connection with Landlord’s efforts to obtain a subordination, non-disturbance and attornment agreement for Tenant. Upon request of Landlord, Tenant will execute the mortgagee’s form of subordination, non-disturbance and attornment agreement and return the same to Landlord for execution by the mortgagee. Landlord’s failure to obtain a subordination, non-disturbance and attornment agreement for Tenant shall have priority over no effect on the Mortgage that it holds andrights, upon notification obligations and liabilities of Landlord and Tenant or be considered to Tenant be a default by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLandlord hereunder.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease is and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as Mortgage without the necessity of the Execution Date, there are no Superior Leases, Mortgages execution or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no any further instruments by Lessee to give effect hereto; providedeffectuate such subordination. Upon ▇▇▇▇▇▇’s demand, however, that Tenant ▇▇▇▇▇▇ shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing to Lessor or to such other terms and conditions entity as may be required by Lessor specifies, such Mortgagee or Lessor, provided such terms and conditions do not increase further instruments as ▇▇▇▇▇▇ requests evidencing the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal subordination of this Lease made without the consent of to any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgage. However, any Mortgagee may elect that to have this Lease shall have priority over the constitute a prior or superior lien to its Mortgage by notifying Lessee to that it holds and, upon notification to Tenant by effect. Upon delivery of such Mortgageenotice, this Lease shall be deemed a prior and superior lien to have priority over such Mortgage, regardless irrespective of whether this Lease is dated prior to or subsequent to the date of such Mortgage. (b) If, during the term of this Lease. In connection with any financing , Lessor enters into one or more concurrent or successive Mortgages, and Lessor notifies Lessee of the Real Property name and address of the Mortgagee(s), then this Lease shall not be terminated on account of any default by Lessor under this Lease until Lessee gives written notice of the occurrence and nature of such default to any such Mortgagee, and such Mortgagee shall have the right for thirty (30) days after its receipt of such notice (and such reasonable additional time as is required to take possession or control of the Premises by foreclosure or receiver or to effect the cure with due diligence) to correct such default. (c) If the Premises is sold pursuant to the foreclosure of, or the Center, or exercise of the interest power of sale under, any Mortgage, Lessee shall attorn to the purchaser of the lessee Premises, and shall recognize the purchaser as the Lessor under any Superior this Lease, Tenant shall consent to any reasonable modifications of provided that, as long as Lessee is not in default under this Lease requested by any lending institutionLease, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenantpurchaser recognizes Lessee’s rights under this Lease other than Lease. (d) If requested by Lessor, Lessee shall execute a subordination and attornment agreement, in form and substance reasonably satisfactory to Lessee, in favor of any Mortgagee, provided such Mortgagee executes in favor of Lessee a de minimis extentnon-disturbance agreement, in recordable form, providing that if the Mortgage is foreclosed or conveyed in lieu of foreclosure the person that takes ownership of the Premises pursuant to such foreclosure or conveyance in lieu of foreclosure shall recognize ▇▇▇▇▇▇’s rights under this Agreement if Lessee is not in default hereunder.

Subordination and Attornment. (a) Subject to Section 11.5 hereofA. This Lease, this Lease and Tenant’s all rights hereunder of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages ground leases, overriding leases and Superior Leasesunderlying leases and/or grants or term of the Demised Premises in whole or in part now or hereafter existing and to all mortgages and building loan agreements and any condominium declaration and by-laws which may hereafter affect the Real Property and/or any of such leases, whether or not such mortgages and declaration shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders, consolidations and correlations of such mortgages and any and all amendments to any such declaration. At The provisions of this paragraph shall be self-operative and no further instrument of subordination shall be required. The leases to which this Lease is, at the request of any Mortgagee time referred to, subject and subordinate pursuant to this Section 31.A, are sometimes hereinafter called “superior leases” and the mortgages to which this Lease is, at the time referred to, subject and subordinate are sometimes hereinafter called “superior mortgages” and the lessor or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors successor in interest at the time referred to is sometimes hereafter called a “lessor.” B. If a lessor or mortgagee or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages person or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord landlord under this Lease. The provisions of this Article 11 paragraph B are self-operative and require no further instruments to give effect heretothereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee mortgagee or Lessorlessor, provided such other terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more Lease, in each case other than to a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease. C. Tenant agrees without further instruments of attornment in such case, to attorn to such lessor, to waive the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease except that or to surrender possession of the Demised Premises in the event such successor landlord superior lease is terminated, and this Lease shall not be:be affected in any way whatsoever by any such proceeding or termination. Tenant shall take no steps to terminate this Lease, whether or not the superior lease be terminated, without giving written notice to such lessor or mortgagee, and a reasonable opportunity to cure (without such lessor or mortgage being obligated to cure), any default on the part of Landlord under this Lease (provided, the maximum period for such superior lessor or mortgagee to cure such default shall be 120 days from the date of its receipt of notice from Tenant). Notwithstanding anything to the contrary herein, Tenant shall attorn to the holder of any superior mortgage and Tenant shall have no right of offset or counterclaim to payment of any rent against the holder of any superior mortgage, except as expressly set forth in this Lease. Any reference to the holder of a superior mortgage hereinabove shall also include any of their respective successors in interest. D. Tenant shall send to each mortgagee of any mortgage covering the Building or land or any part thereof (iafter notification of the identity of such mortgagee and the mailing address thereof) liable for copies of all default notices that Tenant sends to Landlord; such notices to said mortgagee shall be sent concurrently with the sending of the notices to Landlord and in the same manner as notices are required to be sent pursuant to Article 44 hereof. Tenant will accept performance of any provision of this Lease by such mortgagee as performance by, and with the same force and effect as though performed by, Landlord. If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right until (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and a) Tenant gives notice of such act or omission);omission to Landlord and to each such mortgagee, and (b) a reasonable period of time for remedying such act or omission elapses following the time when such mortgagee becomes entitled under such mortgage to remedy same (which reasonable period shall in no event be less than the period to which Landlord is entitled under this Lease or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as shall be required to institute and complete any foreclosure proceedings provided, the maximum period for such superior lessor or mortgagee to cure such default shall be 120 days from the date of its receipt of notice from Tenant. (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing E. Notwithstanding anything contained herein to the contrary, as a condition precedent to the subordination by Tenant referred to in subparagraph A above, to each future Mortgage and each future Superior Lease, Landlord shall obtain a subordination, non-disturbance and attornment agreement (“SNDA”) with respect to this Lease from the holder of any Superior Lease or Mortgage. Tenant agrees to attorn to the holder of such Superior Lease or Mortgage in accordance with the provisions of subparagraph B above and Tenant agrees to execute and deliver to the holder of such Superior Lease or Mortgage a subordination, non-disturbance and attornment agreement, limited, however, as hereinabove provided. For the purposes of this Lease, an SNDA shall be deemed to impair mean commercially reasonable agreement on the standard form of an institutional lender or mortgagee (with changes reasonably requested by Tenant) which is in recordable form and which provides, in substance that (i) so long as Tenant complies with all the terms, provisions and conditions of this Lease (i.e., is not in default thereunder beyond any applicable grace, notice and cure periods), any mortgagee or ground or other underlying lessor, as the case may be, in the exercise of its rights or remedies, shall not deprive Tenant of possession or the right of Tenant to possession of the Premises during the term of this Lease, (ii) in the event of any foreclosure, sale under a continuing abatement pursuant to Article 14 power of sale, ground or other underlying lease termination or transfer in connection with a prior casualty; (iii) bound by lieu of any prepayment of more than one month’s Rent to the foregoing or the exercise of any prior landlord except for Additional Rent on account of Taxes orother remedy, if applicableas the case may be, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for shall automatically be preserved and become a period covering more than one month; (iv) bound by direct lease between any obligation to make any payment to Tenant which was required to be made prior to the time such fee owner or successor landlord succeeded to Landlord’s interest; , as Landlord, and Tenant, as if such fee owner or successor were the Landlord originally named hereunder and (viii) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs may contain such other terms and maintenance provisions as may be reasonably required to be made by the Landlord under holder of such Superior Lease or Mortgage. The terms of any executed SNDA shall supersede any conflicting provisions in this Lease, Article 31. Tenant agrees to execute and (B) repairs return the SNDA to the Premises as a result of damage by fire or other casualtyLandlord, or partial condemnationgive any comments to Landlord in compliance with the provisions of this subparagraph E within ten (10) business days after delivery to Tenant, pursuant of a form of SNDA. F. Landlord agrees, subject to the provisions of this Section 31.F to use commercially reasonable efforts to obtain from the holder of the existing mortgage, an SNDA with respect to this Lease, in form reasonably acceptable to Tenant. If such SNDA is not delivered to Tenant within forty-five (45) days of the date hereof, Tenant shall have the right, within fifteen (15) days thereafter, time being of the essence, as to such fifteen (15) day period to terminate this Lease and the Retail Lease (but only not just either Lease) on fifteen (15) days notice to the extent that Landlord and if such repairs can reasonably be made from SNDA is not obtained within such fifteen (15) day period, this Lease and the net proceeds Retail Lease shall terminate and thereupon neither party shall have any further right or obligation to the other, except Landlord shall return to Tenant all the first month’s rent and security deposited hereunder. If Tenant fails to terminate this Lease prior to the expiration of any insurance such fifteen (15) day period, or condemnation awards actually made available Landlord delivers an SNDA within such fifteen (15) day period, this Lease shall continue in full force and effect and Tenant shall not have the right to terminate this Lease pursuant to this Section 31.F. Provided Landlord delivers an SNDA, Tenant agrees to execute and deliver to such successor landlord; orholder such SNDA within ten (10) business days after delivery of the SNDA to Tenant. (vi) bound by any modification, amendment or renewal of G. Tenant agrees that this Lease made may not be amended, in any material respect, without the consent of the holder of any Lessor or Mortgagee mortgage encumbering the Demised Premises of which Tenant has been provided noticenotified in writing. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is expressly made subject and subordinate to all Mortgages any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Leases. At Interest”) without the request necessity of any Mortgagee further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within fifteen (15) days after Landlord’s request, execute and deliver to Landlord a commercially reasonable document evidencing the subordination of this Lease to a particular Superior Interest. If the interest of Landlord in the Real Property or Lessorthe Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancyPurchaser, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord the Purchaser and Tenant upon all of on the terms, terms and conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defenseherein, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs Purchaser acquires and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of accepts the Real Property or the CenterBuilding subject to this Lease. Upon Purchaser’s request, or including any such request made by reason of the interest termination of the lessee under any Superior Leasethis Lease as a result of such foreclosure or other proceedings, Tenant shall consent enter in to any reasonable modifications a new lease with Purchaser on the terms and conditions of this Lease requested by applicable to the remainder of the term hereof and otherwise in form and substance reasonably acceptable to Tenant. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any lending institutionSuperior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), provided upon written notice to Tenant, elect to have this Lease be prior and superior to such modifications do not increase the Rent, increase Superior Interest. Upon Tenant’s written request, Landlord agrees to use reasonable efforts to obtain a non-Rent obligations other than disturbance agreement from any existing Superior Interest using such Superior Interest’s standard form non-disturbance agreement and shall also use reasonable efforts to obtain such a de minimis extent or reduce or affect Tenant’s rights under non-disturbance agreement in the event this Lease other than is subordinated to a de minimis extentany deed of trust or mortgage hereafter placed against or affecting any or all of the Building or the Premises; provided that all costs associated with obtaining such non-disturbance agreement shall be paid by Tenant.

Subordination and Attornment. (a) 34.1. Subject to Section 11.5 hereofthe delivery of the non-disturbance agreements described in this Article 34 as a condition precedent to any such subordination, this Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee mortgage, deed of trust, or Lessorlease in which Landlord is tenant now or hereafter in force against the Premises or any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Buildings or the Premises or to the lien of any mortgage or trust deed, hereafter enforced against the Buildings or the Premises and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a non-disturbance agreement on (a) the form of non-disturbance agreement customarily used by the lessor under such ground lease or underlying lease or the holder of such mortgage or trust deed or (b) another commercially reasonable form, provided in either instance that such form (i) is reasonably acceptable to Tenant, and (ii) recognizes Tenant’s Purchase Option. Landlord’s delivery to Tenant of non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders or lien holders of Landlord who later came into existence at any time prior to the expiration of the Term shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the terms of this Article 34. Tenant shall be entitled, at Tenant’s sole cost and expense, to record any such non-disturbance agreement promptly after full execution and delivery of such agreement. 34.2. Notwithstanding the foregoing, subject to Landlord’s compliance with the terms of Section 34.1, Tenant shall attorn execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as the lien of any such party succeeds to mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver if any instrument that such successor landlord may reasonably request (1) evidencing such attornmentmortgagee, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee beneficiary or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageelease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to have priority over any such Mortgagelease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the date name of Tenant. Such power is coupled with an interest and is irrevocable. Within five (5) business days after Landlord executes any document in accordance with this Section 34.2 as Tenant’s attorney-in-fact, Landlord shall provide Tenant a copy of such document. 34.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease. In connection with any , if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the Real Property real property of which the Premises constitute a part. Any change affecting the amount or timing of the Centerconsideration to be paid by Tenant or modifying the Term of this Lease shall be deemed as materially altering the terms hereof. 34.4. In the event any proceedings are brought for foreclosure, or in the event of the interest exercise of the lessee power of sale under any Superior Leasemortgage or deed of trust made by Landlord covering the Premises, Tenant shall consent at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent foreclosure or reduce or affect Tenant’s rights sale and recognize such purchaser as Landlord under this Lease other than to a de minimis extentLease.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment amendment, or renewal of this Lease made without successor landlord’s consent after Tenant has notice of the consent identity of the successor landlord; (vii) liable for the repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation; or (ix) bound by any provisions of the Lease with respect to the Existing Furnishings. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within ten (10) days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder under this Lease are subject and subordinate to any mortgage, deed of trust, ground lease, or underlying lease (and to all Mortgages renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter affecting the Premises. The provisions of this paragraph are self operative, and Superior Leasesno further instrument of subordination is required. At the request In confirmation of any Mortgagee or Lessorsuch subordination, however, Tenant shall attorn promptly execute and deliver any instruments that Landlord, any Lender, or the lessor under any ground or underlying lease, may request to evidence such Mortgagee subordination. Notwithstanding the preceding provisions of this paragraph, if any ground lessor or LessorLender elects to have this Lease prior to the lien of its ground lease, its successors in interest deed of trust, or any purchaser in a foreclosure sale at mortgage, and gives written notice thereof to Tenant, then this Lease is deemed to be prior to the lien of such time as any ground lease or mortgage and such party ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease, and thereafter if such Lender or lessor succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession by foreclosure, deed in lieu of foreclosure or foreclosure action, or the delivery of a new lease or deedotherwise, then at the request of the (i) such successor landlord and upon will not be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such successor landlord’s written agreement landlord will not be bound by any prepayment by Tenant of more than one month's installment of rent, (iii) such successor landlord will not be subject to accept any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attornment and to recognize Tenant’s interest 's landlord under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that (v) Tenant shall promptly execute and deliver any instrument instruments that such successor landlord may reasonably request (1) evidencing be necessary to evidence such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3vi) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon on such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant. At the request of Landlord or any Lender, Tenant upon all shall, within 14 days of request, execute any commercially reasonable Subordination, Non-Disturbance, and Attornment Agreements ("SNDA") in the termsapplicable Lender's customary form. Notwithstanding any contrary provision of this Article 23, conditions and covenants set forth in a condition precedent to the subordination of this Lease except to any future mortgage, deed of trust, ground or underlying lease is that Landlord shall obtain for the benefit of Tenant a commercially reasonable SNDA from the mortgagee, beneficiary or lessor under such successor landlord shall not be: future instrument, pursuant to which the mortgagee, beneficiary or lessor will agree (i) liable for not to disturb the possession of Tenant under the Lease upon any act foreclosure or omission exercise of Landlord power of sale under such mortgage or deed of trust or termination of such ground or underlying lease, if Tenant is not in default hereunder (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest expiration of any applicable notice and Tenant gives notice of such act or omissioncure periods); , and (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right will accept the attornment of Tenant to a continuing abatement pursuant to Article 14 thereafter as provided hereinbelow as long as Tenant is not in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights default under this Lease other than to a de minimis extent(beyond the expiration of any applicable notice and cure period).

Subordination and Attornment. Landlord shall have the right to subordinate this Lease to any existing future ground Lease, deed of trust or mortgage encumbering the Demised Premises (aa "mortgage") Subject and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Land▇▇▇▇'▇ ▇ight to Section 11.5 hereofobtain such a subordination is subject to Landlord's providing Tenant with a written Subordination, Non-disturbance and Attornment Agreement from the ground lessor, beneficiary or mortgagee wherein Tena▇▇'▇ ▇ight to peaceable possession of the Demised Premises during the Lease Term shall not be disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessoris not otherwise in default, in which case Tenant shall attorn to such Mortgagee the transferee of or Lessor, its successors successor to Land▇▇▇▇'▇ ▇nterest in interest the Demised Premises and recognize the transferee or any purchaser in a foreclosure sale at such time successor as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire further providing that such lessor, beneficiary or other casualty, or partial condemnation, pursuant to the provisions of mortgagee shall at all times recognize Tena▇▇'▇ ▇ights under this Lease, but only including making insurance and condemnation proceeds available to Landlord and/or Tenant for reconstruction or repair of the Demised Premises after a casualty or condemnation so long as this Lease is not terminated by Landlord or Tenant as provided in Articles 8 or 9 hereof. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the extent that such repairs can reasonably be made from the net proceeds lien of any insurance its ground lease, deed of trust or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which mortgage and gives Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageewritten notice thereof, this Lease shall be deemed superior to have priority over such Mortgagethe ground lease, regardless deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of this Lease. In connection with any financing the ground lease, deed of the Real Property trust or mortgage or the Center, or date of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentrecording thereof.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment attornment, to not disturb Tenant in its possession under the Lease, and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; (vi) Reserved; (vii) liable for the repayment of any security deposit or surrender of any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viviii) bound by any modification, amendment or renewal of this Lease made without liable for the consent payment of any Lessor unfunded tenant improvement allowance, refurbishment allowance or Mortgagee of which Tenant has been provided noticesimilar obligation. (c) Any Tenant shall from time to time within ten (10) days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee may elect that this Lease or Lessor to confirm any subordination. (d) Landlord shall have priority over the use reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement for Tenant from its current Mortgagee and any future Mortgage that it holds and, upon notification to Tenant by on such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentstandard form.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease is and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, and Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time sale; provided, however, as a condition to Tenant’s agreement to subordinate Tenant’s interest in this Lease to the lien of any Mortgage and/or any Superior Lease Tenant shall receive from each Mortgagee or Lessor, an agreement (any such party succeeds agreement, a “Non-Disturbance Agreement”), in the standard form customarily employed by such Mortgagee or Lessor (which conforms to Landlord’s interest the provisions of this Article 9 and is otherwise reasonably satisfactory to Tenant), pursuant to which such Mortgagee or Lessor shall agree that, if and so long as no Event of Default hereunder as Landlord. Landlord represents shall have occurred and warrants be continuing, the leasehold estate granted to Tenant thatand the rights of Tenant pursuant to this Lease shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage or which such Lessor shall take to terminate such Superior Lease, as applicable, and that the successor landlord (whether Mortgagee, its nominee or designee, any purchaser at a foreclosure sale, or such other person, or such person’s successors or assigns, or designee, together with the successors and assigns of such successor landlord, “Successor Landlord”) shall recognize this Lease as being in full force and effect as if it were a direct lease between such Successor Landlord and Tenant upon all of the Execution Dateterms, there are no Superior Leasescovenants, Mortgages or Condominium Declarations (conditions and options granted to Tenant under this Lease, except as hereinafter definedotherwise provided in Section 9.1(b) affecting the Premiseshereof. (b) If a Lessor or Mortgagee or any other Person Successor Landlord shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned attorn to and recognized recognize such successor landlord Successor Landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or LessorSuccessor Landlord, provided such terms and conditions do instrument does not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease Lease, except that such successor landlord Successor Landlord shall not be: (i) liable for any act or omission of any prior landlord (including, without limitation, the then defaulting Landlord), except that, nothing in the Non-Disturbance Agreement shall relieve Successor Landlord from the obligation to cure any ongoing default of Landlord’s management, operation, maintenance, repair and replacement default under this Lease which is continuing on the date on which such succession occurs, provided that (except and on the condition that) (i) Successor Landlord received written notice thereof and (ii) Successor Landlord’s obligation to cure such default shall be limited solely to performing the ongoing management, operation, maintenance, repair and replacement obligations as required pursuant to the extent terms of this Lease (and in no event shall Successor Landlord have any other liability or obligation with respect to such act default or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omissionbe liable for any damages in connection therewith); (ii) subject to any defenseabatement, claim, counterclaim, set-off defense or offset offsets which Tenant may have against any prior Landlord (including, without limitation, the then defaulting Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant ), except if such abatement or offset (but not defense) is expressly set forth in this Lease, and if such abatement or offset is due to a continuing abatement pursuant default by the then landlord, and Lender (and Successor Landlord, as applicable) has received prior written notice and opportunity to Article 14 cure such default as set forth in connection with a prior casualtythe Non-Disturbance Agreement; (iii) obligated to cure any defaults of any prior landlord (including, without limitation, Landlord) which occurred, or to make any payment to Tenant which was required to be paid by any prior landlord (including, without limitation, Landlord), prior to the date of attornment, except defaults (y) in the ongoing maintenance and repair obligations of Landlord under this Lease and (z) of Landlord’s obligations to construct and complete the Base Building Work and Landlord’s Work as set forth in Article 4 of this Lease, provided that, in each case, Mortgagee (and Successor Landlord, as applicable) has received prior written notice and opportunity to cure such default as set forth in the Non-Disturbance Agreement. (iv) bound by any prepayment payment of rent or additional rent which Tenant might have paid for more than one month’s Rent month in advance of the due date under this Lease to any prior landlord except for Additional Rent on account of Taxes orLandlord (including, if applicablewithout limitation, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monththe then defaulting Landlord); (ivv) bound by any obligation to make any payment to Tenant which was required to be made prior to on the time date on which such successor landlord succeeded to Landlord’s interestsuccession occurs; (vvi) bound liable, responsible or accountable for any monies deposited with any prior Landlord (including security deposits), whether or not still held by any obligation to perform any work or to make improvements such prior landlord, except to the Premises except extent such monies are actually received by Mortgagee or such Successor Landlord (as applicable) for (A) repairs and maintenance required to be made by its own account as the Landlord landlord under this LeaseLease as security for the performance of Tenant’s obligation under this Lease (which deposit shall, and (B) repairs to the Premises as a result of damage by fire or other casualtynonetheless, or partial condemnation, pursuant be held subject to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord); or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease is and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee Lessor, Mortgagee, any of their respective successors in interest, or any other Person purchaser at a foreclosure sale or its respective successor in interest, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned attorn to and recognized recognize such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do instrument does not increase the RentRent payable by Tenant under this Lease, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal extension of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee Tenant shall, from time to time and within ten (10) days of request from Landlord, execute and deliver any documents or instruments that may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are subject and is subordinate to all Superior Leases and Mortgages (defined in Section 24.4), and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall will attorn to such Mortgagee each person or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party entity that succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument provided that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of person or entity agrees in writing not to disturb Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s 's rights under this Lease as long as Tenant is not in default. This Section is self-operative, but if requested to confirm a subordination, non-disturbance and/or attornment, Tenant will execute the form subordination, non-disturbance and attornment agreements furnished by the then-current lessor or mortgagee under any of the Superior Leases and Mortgages (by a "Landlord's Mortgagee") within ten (10) days after request, provided that such agreements are not materially more adverse to Tenant with respect to any of Tenant's substantive rights under this Lease than any (or all) of the forms attached hereto as Exhibit "G." However, if a de minimis extent). Upon such attornmentLandlord's Mortgagee elects in writing, this Lease shall will be superior to its Superior Lease and Mortgage specified, regardless of the date of recording, and Tenant will execute an agreement confirming this election on request. Provided that Tenant does not default, and on the specific written request of Tenant, Landlord will request that the then-current Landlord's Mortgagees offer to execute their then-current standard form subordination, non-disturbance and attornment agreements with Tenant. If for any reason such offers are not extended or such agreements are not signed, it will not be a default by Landlord, this Lease will continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the subject to its terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest Tenant' obligations and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights Liabilities under this Lease other than to a de minimis extentwill not be deemed waived, canceled, reduced , modified, or otherwise affected in any way.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 SECTION 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any an instrument consistent with that required by SECTION 9.6 that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than Tenant's other obligations beyond a de minimis extent or materially and adversely affect Tenant's rights under this Lease beyond a de minimis extent or materially decrease Landlord's obligations hereunder beyond a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtyLandlord except as otherwise expressly set forth herein; (iiiC) bound by any prepayment of Rent more than one month’s Rent month in advance of its due date to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest's interest other than Landlord's Contribution, if any; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (viF) bound by any modification, amendment or renewal of this Lease made without such Mortgagee's or Lessor's consent; or (G) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. a. Within sixty (a60) Subject days following the execution of this Lease, or as soon as reasonably possible thereafter, Landlord shall provide Tenant with a Subordination, Non-Disturbance and Attornment Agreement from Fleet National Bank (which is the only holder of a Superior Interest (as defined below) as of the date of this Lease) in the form attached as Exhibit H. b. As used herein and elsewhere in this Lease, an “Encumbrance” is any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein, and the holder of an Encumbrance that is superior to Section 11.5 hereofTenant’s leasehold interest is referred to in this Lease as the holder of a “Superior Interest.” If an Encumbrance is created following the date of this Lease, then this Lease shall be automatically subject and subordinate to such Encumbrance upon delivery to Tenant of a non-disturbance agreement executed by the holder of the Encumbrance providing that if Tenant is not in default under this Lease beyond any applicable notice and cure period, that such party will recognize this Lease and Tenant’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by the holder of the Encumbrance. Tenant shall, within fifteen (15) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Encumbrance created after the date of this Lease, provided that the non-disturbance provisions provided for in this Paragraph 21.b. are subject included in such document. If Tenant fails to execute and subordinate deliver to all Mortgages Landlord the required instrument within the required fifteen (15) day period, then Landlord may send a second written notice to Tenant requesting that Tenant execute and Superior Leasesdeliver such instrument to Landlord pursuant to the terms hereof. At Notwithstanding anything to the request of any Mortgagee or Lessorcontrary herein, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to reimburse Landlord for (i) Landlord’s interest hereunder as Landlord. Landlord represents reasonable attorneys’ fees, if any, incurred in connection with obtaining a non-disturbance agreement and warrants to Tenant that, as (ii) any fees or charges assessed by the lender in connection with the issuance of the Execution Datenon-disturbance agreement, there are no Superior Leases, Mortgages or Condominium Declarations such reimbursement to be made by Tenant within fifteen (as hereinafter defined15) affecting the Premisesdays following receipt of Landlord’s written invoice therefor. The aforementioned reimbursement obligation shall only apply to non-disturbance agreements obtained pursuant to this Paragraph 21.b. (b) c. If a Lessor or Mortgagee or any other Person shall succeed to the rights interest of Landlord under this Lease, whether through possession or foreclosure action, in the Real Property or the delivery Building is transferred to any person (“Purchaser”) pursuant to or in lieu of a new lease or deed, then at the request proceedings for enforcement of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leaseany Encumbrance, Tenant shall be deemed immediately attorn to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancyPurchaser, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord the Purchaser and Tenant upon all of on the terms, terms and conditions and covenants set forth in this Lease except that herein upon notice from Landlord of such successor landlord shall not be: (i) liable for any act or omission of Landlord (except transfer, subject to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds terms of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s applicable non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentdisturbance agreement.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights interest hereunder are subject and shall be subordinate to any Mortgage or other security instrument hereafter placed upon the Leased Premises by Landlord, including without limitation, the first priority lien of Lender, and to any and all Mortgages advances made or to be made thereunder, to the interest thereon, and Superior Leasesall renewals, amendments, modifications, replacements and extensions thereof. At Tenant further agrees that upon the request of any Mortgagee or LessorLender, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in will execute a foreclosure sale at such time subordination and attornment agreement providing as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations follows: (as hereinafter defineda) affecting the Premises.[Intentionally Omitted] (b) Neither the Lender nor its successors and assigns shall (A) be liable for any misrepresentation, act or omission of Landlord, and (B) be bound by any amendment or modification of this Lease, not expressly provided for in this Lease, or by any prepayment of more than one month’s fixed rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by such Lender. (c) If a Lessor Lender, any successor or Mortgagee assignee of Lender, or any other Person purchaser at any foreclosure sale under such Lender’s Mortgage or in connection with the delivery of a deed in lieu of foreclosure (collectively “Successor Landlord”) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at Successor Landlord’s request and election (it being understood that in the request of the successor landlord alternative Successor Landlord may elect to terminate this Lease), Tenant shall attorn to and upon such successor landlord’s written agreement to accept recognize Successor Landlord as Tenant’s attornment and to recognize Tenant’s interest landlord under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to evidence such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that such successor landlord Successor Landlord shall not be: : (i) liable for any misrepresentation, act or omission of Landlord (except to that Successor Landlord shall be responsible for correcting any continuing defaults and obligations which exist at the extent such act or omission continues beyond the date when such successor landlord time Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act under the Lease), or omission); (ii) subject bound by any amendment or modification of this Lease, not expressly consented to any defenseby Lender, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes orfixed rent, if applicable, Tenant’s Retail Operating Expense Payment, which are paid unless such amendment or modification or prepayment shall have been expressly approved in accordance with writing by such Lender. (d) In the event this Lease for is terminated by a period covering more than one month; (iv) bound by Successor Landlord in connection with a foreclosure or deed in lieu of foreclosure, Tenant shall cooperate in the assignment of its Subleases, licenses, permits, and entitlements and any obligation to make any payment to Tenant which was required to be made prior other contracts specific to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to operation of the Leased Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentSuccessor Landlord.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights and the rights of any Tenant Party hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, do not increase (by more than a de minimis extent) Tenant’s non-Rent obligations except to a de minimis extent or adversely affect Tenant’s rights under this Lease (by more than except to a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omissionomission to such successor landlord); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one (1) month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice; or (vii) obligated to return any security deposit not actually received by any successor landlord. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the CenterProperty, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institutionlender, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than except to a de minimis extent extent, or reduce or adversely affect Tenant’s rights under this Lease other than except to a de minimis extent. Upon notice to Tenant from any Mortgagee or Lessor that Landlord’s license to collect Rent has been revoked, Tenant shall be authorized to pay Rent to such Mortgagee or Lessor, as the case may be.

Subordination and Attornment. (a) Subject Landlord expressly reserves the right at any time to Section 11.5 hereofplace ground leases, liens and encumbrances of, on and against the Premises, or any portion thereof, superior in lien and effect to this Lease and the estate created hereby; provided however, that the holder of the lien or encumbrance and the landlord under the ground lease shall agree in writing to recognize Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leasesunder this Lease, notwithstanding any foreclosure of the lien or encumbrance or termination of the ground lease. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds successor to Landlord▇▇▇▇▇▇▇▇’s interest hereunder as Landlord. Landlord represents and warrants to Tenant thatby foreclosure, as of the Execution Datetrustee’s sale, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesotherwise. (b) If Upon a Lessor termination of a ground lease or Mortgagee a transfer in connection with foreclosure or any other Person shall succeed trustee’s sale proceedings or in connection with a default under an encumbrance, whether by deed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request holder of the successor landlord and encumbrance in lieu of foreclosure or otherwise, Tenant, upon such successor landlord’s written agreement request, shall in writing attorn to accept Tenant’s attornment and to recognize Tenant’s interest under this Leasethe transferee, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth but the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord transferee shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off offsets or offset defenses which Tenant may might have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty;or (iiiii) bound by any prepayment by Tenant of more than one month’s Rent to any prior landlord except for Additional Rent on account installment of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlordrent; or (viiii) bound by subject to any modification, amendment liability or renewal obligation of this Lease made without Landlord except those arising after the consent of any Lessor or Mortgagee of which Tenant has been provided noticetransfer. (c) Any Mortgagee Landlord shall have the right to grant such easements, to establish such restrictive covenants, and to grant such dedications of portions of the Premises as may elect be necessary or convenient for the development or operation of the Premises or other property; provided, however, that no such matter shall materially interfere with the use of Premises for the purposes set forth in this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this nor impose any additional monetary obligations on Tenant. This Lease shall be deemed subject and subordinate to have priority over any such Mortgage, regardless of the date matter. (d) The subordination provisions of this LeaseSection shall be self-operating and no further instrument shall be necessary. In connection with any financing of the Real Property or the CenterNevertheless Tenant, or of the interest of the lessee under any Superior Leaseon request, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided execute and deliver instruments further evidencing such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentsubordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant▇▇▇▇▇▇’s attornment and to recognize Tenant▇▇▇▇▇▇’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any reasonable instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant ▇▇▇▇▇▇ gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iiiC) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord▇▇▇▇▇▇▇▇’s interest; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs repairs, replacements and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (viF) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (G) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (H) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. This Lease and all of Tenant's rights hereunder shall be subordinate to any and all Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made or hereafter made on the security thereof or Landlord's interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance; provided, however, that any subordination shall be conditioned upon the receipt by Tenant of a nondisturbance agreement from the Encumbrancer in commercially reasonable form and content, provided that Tenant agrees to pay any fees or costs charged by the Encumbrancer in connection with the negotiation and delivery of such nondisturbance agreement. If any proceeding is brought for the foreclosure of any such Encumbrance (aor if any ground lease is terminated), and if requested by such purchaser or Encumbrancer, Tenant (i) Subject shall attorn, without any deductions or setoffs whatsoever, to Section 11.5 hereofthe Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), and (ii) shall recognize such purchaser or Encumbrancer as the lessor under this Lease, provided such purchaser or Encumbrancer accepts this Lease and does not disturb Tenant’s rights hereunder are subject 's occupancy, so long as Tenant timely pays Rent and subordinate observes and performs the terms, covenants and conditions of this Lease to all Mortgages be observed and Superior Leasesperformed by Tenant. At the Landlord's interest herein may be assigned as security at any time to any Encumbrancer. Within thirty (30) days after request of by Landlord or any Mortgagee or LessorEncumbrancer, Tenant shall attorn execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Mortgagee Encumbrance. Tenant waives the provisions of any Requirement which may give or Lessor, its successors purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the tenant hereunder in interest the event of any foreclosure proceeding or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person purchaser shall succeed to the rights interest of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Encumbrancer shall not be: be (i) liable for any act action or omission of any prior Landlord (except to the extent such act under this Lease, or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off offsets or offset defenses which Tenant may might have against any prior Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; , or (iii) bound by any prepayment of Rent which Tenant might have paid for more than one month’s Rent thirty (30) days in advance of its due date under this Lease to any prior landlord except for Additional Rent on account of Taxes orLandlord, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; or (iv) bound liable for any Security Deposit not actually received by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; Encumbrancer, or (v) bound by any future modification of this Lease not consented to by such Encumbrancer where such Encumbrancer's consent was required under the terms of the Encumbrance. The foregoing shall not release Encumbrancer of the obligation to perform cure any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord continuing default of Landlord's repair obligations under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant agrees that this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee and all deeds of trust or Lessormortgages ("Mortgages", Tenant which term shall attorn include both construction and permanent financing and all ground or other underlying leases from which Landlord's title is or hereafter may be derived) that may now or hereafter encumber or otherwise affect the Land or the Building, or Landlord's leasehold therein, and to such Mortgagee any and all renewals, extensions, modifications, recastings or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlordrefinancings thereof. Landlord represents further agrees to execute, and warrants use its reasonable efforts to furnish to Tenant that, (promptly as to any existing mortgagee and immediately as to any future mortgagee of the Execution DatePremises) a commercially reasonable non-disturbance agreement in favor of Tenant. If requested by Landlord, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver to Landlord any instrument that certificate or other document evidencing or effecting such successor landlord subordination as Landlord may reasonably request (1) evidencing such attornmentin its sole discretion, (2) setting forth subject to the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except Section 29. Landlord may execute said certificate or other document on behalf of Tenant if Tenant does not execute and deliver to Landlord said certificate or other document within five (5) days after receiving it. Tenant agrees that if any proceedings are brought for the foreclosure of any such successor landlord mortgage or deed of trust, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall not be: (i) liable for any act or omission of Landlord (except attorn to the extent such act or omission continues beyond purchaser, shall recognize the date when such successor purchaser as the landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs shall make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever. Tenant agrees that if any proceedings are successfully brought for the termination of any ground lease, or if any other remedy is successfully exercised by the ground lessor whereby the ground lessor succeeds to the Premises interest of tenant under the ground leases, Tenant, if required to do so by the ground lessor, shall attorn to the ground lessor, shall recognize the ground lessor as a result the landlord this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off. Tenant waives the provisions of damage by fire any law, statute or regulation, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that such foreclosure or termination or other casualty, proceeding is prosecuted or partial condemnation, pursuant to completed. Anything contained in the provisions of this Lease, but only Section to the extent that such repairs can reasonably be made from contrary notwithstanding, any Mortgagee may at any time subordinate the net proceeds lien of any insurance or condemnation awards actually made available its Mortgage to such successor landlord; or (vi) bound by any modification, amendment or renewal the operation and effect of this Lease made without obtaining the Tenant's consent of any Lessor or Mortgagee of thereto, by giving the Tenant written notice thereof, in which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, event this Lease shall be deemed to be senior to such Mortgage without regard to their respective dates of execution, delivery and/or recordation among the land records, and thereafter such Mortgagee shall have priority over the same rights as to this Lease as it would have had, were this Lease executed and delivered before the execution of such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject Article Eleven of the Lease is hereby deleted and replaced by the following: Landlord reserves the right to Section 11.5 hereof, place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease subject to the following. This Lease, and Tenant’s all rights of Tenant hereunder are shall be subject and subordinate to all Mortgages any liens and Superior Leases. At encumbrances now or hereafter imposed by Landlord upon the request of any Mortgagee Leased Premises or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest the Property or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect heretopart thereof; provided, however, that so long as Tenant shall promptly execute is not in default after the expiration of notice and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth cure periods under the terms and conditions of this Lease, Tenant’s tenancypossession of the Leased Premises shall not be disturbed. Tenant agrees to execute, acknowledge and deliver to Landlord, within ten (10) days after receipt of written request, any and all instruments required by Landlord or Landlord’s lender(s) to subordinate this Lease and all rights herein to any such lien or encumbrance, provided that such instrument contains nondisturbance language satisfactory to Tenant. In the event of a foreclosure of any mortgage on the Property or a deed in lieu thereof, Tenant shall attorn to, and (3) containing become the Tenant of, the purchaser at the foreclosure sale or the grantee of such deed in lieu thereof, and shall recognize such party as the Landlord under this Lease. Tenant waives any right to terminate this Lease because of any such foreclosure proceedings or deed in lieu thereof. Tenant shall, in the event of sale or assignment of Landlord’s interest in whole or in part in the Demised Premises or the building in which the Demised Premises is located, or this Lease or the Property, or if the Demised Premises or such building comes into the hands of a mortgagee, ground lessor or another person whether because of a mortgage foreclosure, exercise of a power of sale under a mortgage, or otherwise, attorn to the purchaser or such mortgagee or other terms person and conditions recognize the same as may be required by such Mortgagee or LessorLandlord hereunder, provided that such terms and conditions do purchasers or mortgagee agrees not increase the Rent, increase (by more than a de minimis extent) to disturb Tenant’s non-Rent occupancy of the Demised Premises as long as Tenant is not in default of its obligations or adversely affect Tenant’s rights under this Lease (after the expiration of all applicable notice and cure periods. Tenant shall execute, at Landlord’s request, any attornment agreement required by more than a de minimis extent)any mortgagee or other such person to be executed, containing such provisions as such mortgagee or other person requires and containing such non-disturbance provisions as are described above. Upon Such attornment shall be effective upon mortgagee’s or other person’s acquisition of title to the Property. Tenant agrees to execute such attornment, this Lease shall continue in full force and effect further evidences of attornment as a direct lease between such successor landlord and mortgagee or other person may from time to time request. The attornment of Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) be terminated by foreclosure and in no event shall mortgagee or other person, as holder of any security instrument or as successor landlord, be liable to Tenant for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except or for Additional Rent on account any liability or obligation of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior landlord occurring prior to the time date that mortgagee or any subsequent owner acquires title to the Property; provided, however, that the foregoing shall not relieve the mortgagee or subsequent owner from any Landlord obligations under this Lease following the date that mortgagee or the subsequent owner acquires title to the Property. Mortgagee may, at mortgagee’s option, accept or reject such successor landlord succeeded attornment. Within ten (10) days after written request therefor by Landlord, or in the event that upon any sale, assignment or hypothecation of the Demised Premises or the land thereunder by the Landlord, an offset statement shall be required from Tenant, Tenant agrees to Landlord’s interest; (v) bound by deliver a certificate addressed to any obligation to perform any work such proposed mortgagee or purchaser or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect certifying that this Lease shall have priority over is in full force and effect (if such be the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property case) and there are no defenses or the Centeroffsets thereto, or of the interest of the lessee under any Superior Lease, stating those claimed by Tenant. Tenant shall consent agrees to any reasonable non-material modifications of this Lease section in the event the same is requested by any lending institution, provided such modifications do not increase the Rent, increase TenantLandlord’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentlender.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant acknowledges that this Lease and Tenant’s rights hereunder are is automatically subject and subordinate to all Mortgages leases in which Landlord is lessee and to any mortgage or deed of trust now in force against the Building and/or Project, and to all advances made or hereafter to be made thereunder, or any amendments or modifications thereof. Tenant further acknowledges that this Lease shall automatically be subordinate to any future leases in which Landlord is lessee and to any future mortgage or deed of trust hereafter in force against the Building and/or Project, and to all advances made or hereafter to be made thereunder. All such existing and future leases, mortgages and deeds of trust referred to collectively as "Superior Leases. At Instruments." Tenant also agrees that if the request holder of any Mortgagee Superior Instrument elects to have this lease be superior to its Superior Instrument and gives notice of its election to Tenant, then this lease shall be superior to the lien of any such lease, mortgage or Lessordeed of trust and all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed of trust. Tenant further agrees to execute and deliver to Landlord such further instru­ments consenting to or confirming the subordination of this Lease to any mortgage and to any ground lease, and containing such other related provisions which may be reasonably requested in writing by Landlord, or by Landlord’s mortgagee or ground lessor, within ten (10) days after Tenant’s receipt of such written request. As long as Tenant is not in Default under this Lease, this paragraph shall not result in a disturbance or interference with Tenant’s Permitted Usage of the Premises or Tenant’s rights hereunder. In the event of any transfer in lieu of foreclosure or termination of a lease in which Landlord is lessee or the foreclosure of any Superior Instrument, or sale of the Property pursuant to any Superior Instrument, Tenant shall attorn to such Mortgagee purchaser, transferee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any lessor and recognize such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord landlord under this Lease, whether through possession provided such party acquires and accepts the Premises subject to this lease. The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such foreclosure sale or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest transfer. As long as Tenant is not in Default under this Lease, Tenant this paragraph shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of not result in a disturbance or interference with Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee Permitted Usage of the Premises or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)hereunder. Upon such attornment, this Lease Tenant and Landlord shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to execute Landlord’s interest and Tenant gives notice existing mortgage lender’s current form of such act or omission); Lease Subordination, Nondisturbance And Attornment Agreement (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee copy of which Tenant has been provided noticeto Tenant). Landlord will then use commercially reasonable efforts to obtain the lender’s signature thereon. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. This Lease, along with all rights of Tenant hereunder, is and shall be subject and subordinate to: (a) Subject all ground leases encumbering all or any portion of the Project (each, a “Superior Lease”); (b) all mortgages or deeds of trust encumbering all or any portion of the Project (each, a “Superior Mortgage”), whether or not affecting properties or interests other than the Premises or the Project; (c) each and every advance made or hereafter to Section 11.5 hereofbe made under each Superior Mortgage; (d) all renewals, this Lease modifications, replacements and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request extensions of any Mortgagee Superior Lease; and (e) all renewals, modifications, replacements, extensions, spreaders and consolidations of any Superior Mortgage (all such interests in clauses (a) through (e) collectively, whether in existence as of the date of this Lease, or Lessorfirst encumbering all or any portion of the Project after the date of this Lease, Tenant shall attorn being referred to as the “Superior Interests,” and each holder of any such Mortgagee or Lessor, Superior Interest [including its successors in interest or any purchaser in interest], a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord“Superior Interest Holder”). Landlord hereby represents and warrants to Tenant that, that there is no Superior Interest which exists as of the Execution Datedate of this Lease. Notwithstanding the foregoing, there are no any Superior LeasesInterest Holder may elect, Mortgages or Condominium Declarations (as hereinafter defined) affecting at any time, to subordinate its Superior Interest to the Premises. (b) lien of this Lease. If a Lessor or Mortgagee or any other Person shall succeed Superior Interest Holder succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deeddeed (such party so succeeding to Landlord’s rights herein called “Successor Landlord”), then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned attorn to and recognized recognize such successor landlord Successor Landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord the Successor Landlord and Tenant upon all Tenant, and Successor Landlord shall not disturb Tenant’s quiet enjoyment and possession of the termsPremises for so long as Tenant faithfully performs its obligations under the Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, conditions and covenants act or omission of any Landlord having an interest in the Project prior to the date such Successor Landlord acquires title thereto; (x) subject to any defense that accrued to Tenant prior to such date, or (y) bound by any modification of the Lease made without the prior written consent of such Successor Landlord, unless such modification is made before Tenant receives written notice of the Superior Interest held by such Successor Landlord; or (z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth in this Lease except that Section 22.2 shall be self-operative and no further agreement of Tenant shall be necessary in order to effect any such successor landlord shall not be: (i) liable for any act or omission of Landlord (except subordination and attornment; however, with respect to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance Superior Interest Holder first encumbering all or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal portion of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of project after the date of this Lease. In connection with any financing of the Real Property or the Center, or of Lease and to which Landlord intends that this Lease be subordinate to the interest of the lessee under any Superior LeaseInterest Holder, Landlord shall provide to Tenant shall consent a Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) on a commercially reasonable form (in the context of a creditworthy tenant similar to any reasonable modifications the creditworthiness of this Lease requested by any lending institutionTenant and occupying space in a first class office central business district high rise office building located in a major metropolitan city such as Los Angeles, provided such modifications do not increase the RentChicago, increase Tenant’s non-Rent obligations other than to a de minimis extent New York or reduce San Francisco) of an institutional lender or affect Tenant’s rights under this Lease other than to a de minimis extentmajor life insurance company.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the RentRent or, increase (by more other than to a de minimis extent) , increase Tenant’s non-Rent other obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iiiC) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (viF) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (G) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (H) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord party succeeding to Landlord's rights and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as the Landlord under this Lease. The provisions of this Article 11 are self-operative and require requiring no further instruments to give effect heretothereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not benot: (i) be liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (ii) be subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) be bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (v) be bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required pursuant to be made by the Landlord under provisions of this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this a. This Lease and Tenant’s rights hereunder are is expressly made subject and subordinate to all Mortgages any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Leases. At Interest”) without the request necessity of any Mortgagee or Lessorfurther documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall attorn to such Mortgagee or Lessorshall, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to within ten (10) Business Days after Landlord’s interest hereunder request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and attorney-in-fact to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any such instrument that in the name of Tenant if Tenant fails to do so within such successor landlord may reasonably request time. If the interest of Landlord in the Real Property or the Building is transferred to any person (1“Purchaser”) evidencing such attornmentpursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, (2) setting forth Tenant shall immediately attorn to the terms and conditions of Tenant’s tenancyPurchaser, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord the Purchaser and Tenant upon all on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the terms, conditions and covenants set forth in termination of this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire such foreclosure or other casualtyproceedings, or partial condemnation, pursuant Tenant shall enter in to a new lease with Purchaser on the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal terms and conditions of this Lease made without applicable to the consent remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Lessor Superior Interest may at any time (including as part of foreclosure or Mortgagee other proceedings for enforcement of which such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest. Landlord represents to Tenant has been provided noticethat, as of the date hereof, Bank of America, N.A. (“Current Lender”) is the only holder of a Superior Interest. Notwithstanding anything to the contrary above, Landlord shall use commercially reasonable efforts to obtain from Current Lender for Tenant a non-disturbance agreement (in the form set forth in Paragraph 21.b. below), but in no event shall Landlord be liable to Tenant in the event Current Lender does not provide such non-disturbance agreement to Tenant. Further, Tenant shall pay any fees imposed by Current Lender for the issuance of the non-disturbance agreement. if Tenant receives a non-disturbance agreement from Current Lender, the terms of the non-disturbance agreement shall control in the event of any inconsistency between the terms thereof and this Paragraph 21.a. (c) Any Mortgagee may elect that this Lease shall have priority over b. Notwithstanding anything to the Mortgage that it holds andcontrary above, upon notification to Tenant by such Mortgagee, this Lease shall if a Superior Interest will be deemed to have priority over such Mortgage, regardless of created following the date of this Lease. In connection with any financing , then this Lease shall be subject and subordinate to such Superior Interest only upon delivery to Tenant of a non-disturbance agreement executed by the holder of the Real Property or the Center, or of the interest of the lessee Superior Interest providing that if Tenant is not in default under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by beyond any lending institutionapplicable grace period, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect party will recognize this Lease and Tenant’s rights under hereunder and will not disturb Tenant’s possession hereunder, and if this Lease other than is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by the holder of the Superior Interest. Tenant shall, within ten (10) Business Days after Landlord’s request, execute and deliver to Landlord a de minimis extentdocument evidencing such subordination, provided that the non-disturbance provisions provided for in this Paragraph 21.b. are included in such document. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject Landlord reserves the right to Section 11.5 hereof, place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease and Tenant’s rights hereunder are any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any liens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant agrees to execute and deliver upon demand (and to cause all Mortgages sublessees and Superior Leasesassignees under Tenant to execute and deliver upon demand) such instruments subordinating this Lease (and all subleases and assignments pursuant to this Lease) to any such lien or encumbrance as shall be required by Landlord. At In the request of any Mortgagee or Lessorevent Landlord's interest in the Leased Premises is derived from another party and said Lease should be terminated by the other party, Tenant shall agrees to attorn (and to such Mortgagee or Lessorcause all sublessees and assignees under Tenant to so attorn) to the other party, its successors in interest or and assigns as Landlord on this Lease. In the event any proceedings are brought for the foreclosure of any mortgage on the Leased Premises, Tenant will attorn (and Tenant will cause all sublessees and assignees under Tenant to so attorn) to the purchaser in a at foreclosure sale at such time and recognize the purchaser as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions purchases by virtue of this Article 11 are self-operative and require no further instruments such foreclosure shall be deemed to give effect hereto; providedhave assumed, howeveras substitute Landlord, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of this Lease until the resale or other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the validity of any then existing claims of Tenant (or the claims of any sublessees or assignees under Tenant’s tenancy, ) against the prior Landlord. Tenant agrees to execute and deliver (3and to cause all sublessees and assignees under Tenant to execute and deliver) containing such further assurance and other documents (including but not limited to a new lease upon the same terms and conditions as this lease) confirming the foregoing as such purchaser may be required by such Mortgagee or Lessor, provided such terms reasonably request. Tenant on behalf of itself and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights on behalf of all sublessees and assignees under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair waives any right of election to terminate this Lease because of any such foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to a continuing abatement pursuant execute (and to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent deliver to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (ivthird party) bound by any obligation to make any payment to Tenant which was documents hereinabove required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound executed by any obligation to perform any work or to make improvements to the Premises except Tenant, for (A) repairs and maintenance required to be made by the Landlord under this Leaseon behalf of Tenant, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which if Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over failed to do so within ten (10) days after the Mortgage that it holds and, upon notification to Tenant request therefor by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLandlord.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to shall accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, and Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any commercially reasonable instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtyLandlord;prior landlord; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.confirm any subordination. 6219070.4

Subordination and Attornment. (a) Subject to Section 11.5 hereof21.1 Mortgages, etc.: Sublessee accepts this Lease and Tenant’s rights hereunder are Sublease subject and subordinate to all Mortgages any mortgage, deed of trust or other lien presently existing or hereafter placed upon the Subleased Premises or the Store and Superior Leases. At the request of Common Area as a whole and to any Mortgagee or Lessorrenewals and extensions thereof, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as Sublessee agrees that any such party succeeds mortgagee shall have the right at any time to Landlord’s interest hereunder as Landlord. Landlord represents and warrants subordinate such mortgage, deed of trust or other Lien to Tenant thatthis Sublease; provided, as however, notwithstanding that this Sublease may be (or made to be) superior to mortgage, deed of trust or other lien, the Execution Dateprovisions of mortgage, there are no Superior Leases, Mortgages deed of trust or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed lien relative to the rights of Landlord under the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Sublessor) and/or arising from insurance payable by reason of damage to or destruction of the Subleased Premises shall be prior and superior to any contrary provisions contoured in this Leaseinstrument with respect to the payment or usage thereof. Sublessor is hereby irrevocably vested with full power and authority to subordinate this Sublease to any mortgage, whether through possession deed of trust or foreclosure action, other lien hereafter placed upon the Subleased Premises or the delivery of Store and Common area as a new lease or deedwhole, then at the request of the successor landlord and Sublessee ogees upon demand to execute such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect heretosubordinating this Sublease as Sublessor may request; provided, however, that Tenant upon Sublessee’s written request and notice to Sublessor, Sublessor shall promptly execute and deliver use good faith efforts to obtain from any instrument such mortgagee a written agreement that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions rights of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease Sublessee shall continue remain in full force and effect during the Sublease Term as a direct lease between such successor landlord long as Sublessee shall continue to recognize and Tenant upon perform all of the terms, covenants and conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticeSublease. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord's consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 Business Days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extenteffectuate any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s 's tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any previous act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission)under this Lease; (ii) subject to any defensecredit, demand, claim, counterclaim, set-off offset or offset defense which theretofore accrued to Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) if Mortgagee's or Lessor's consent is required under any Mortgage or Superior Lease, bound by any previous modification of this Lease, or by any previous prepayment of more than one month’s 's Fixed Rent to any prior landlord except for or Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthRent; (iv) bound by any covenant or obligation of Landlord to perform, undertake or complete any work in the Premises or to prepare the Premises for Tenant's occupancy; (v) required to account for any security deposit of Tenant other than any security deposit actually delivered to Mortgagee or Lessor by Landlord; (vi) bound by any obligation to make any payment to Tenant which was required or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound performed by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of after the date of this Lease. In connection with such attornment; and (vii) responsible for any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations monies (other than overpayments of Tenant's Tax Payment or Tenant's Operating Payment) owing by Landlord to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this Lease and Tenant▇▇▇▇▇▇’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant▇▇▇▇▇▇’s attornment and to recognize Tenant▇▇▇▇▇▇’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant ▇▇▇▇▇▇ gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord▇▇▇▇▇▇▇▇’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, . Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company, the existing Mortgagee as of the Effective Date, whose liability to Tenant as successor landlord hereunder shall be as set forth in the form attached hereto as Exhibit 1) shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives had given prompt notice of such act or omission);omission to the Lessor or Mortgagee): (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation; or (ix) personally liable under the Lease, Mortgagee’s liability thereunder being limited to its interest in the Real Property. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are subject and is subordinate to all Superior Leases and Mortgages (defined in Section 24.4), and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall will attorn to such Mortgagee each person or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party entity that succeeds to Landlord’s 's interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under tinder this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument provided that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of person or entity agrees in writing not to disturb Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s 's rights under this Lease (as long as Tenant is not in default. This Section is self-operative, but if requested to confirm a subordination and/or attornment or non-disturbance, Tenant will execute subordination and/or attornment and/or non- disturbance agreements furnished by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all Landlord or Landlord's lessor or mortgagee under any of the terms, conditions Superior Leases and covenants set forth in this Lease except Mortgages (a "Landlord's Mortgagee") within twenty (20) days after request and provided that such successor landlord shall agreements: materially substantively conform to typical institutional forms of agreements then in use and do not be: (i) liable for result in a material adverse change in any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice material terms of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and provided that any such subordination agreements shall provide that the lender shall agree to concurrently deliver to Tenant any notices of Landlord's default delivered to Landlord and to accept from Tenant a cure of such defaults (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only if and to the extent that such repairs can reasonably be made from defaults are curable by Tenant) within the net proceeds cure periods for such defaults granted to Landlord under such loans; or materially substantively conform to one or more of any insurance the forms attached as Exhibit "J" hereto. However, if Landlord or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Landlord's Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageeelects in writing, this Lease shall will be deemed superior to have priority over such Mortgagethe Superior Leases and Mortgages specified, regardless of the date of recording, and Tenant will execute an agreement confirming this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentelection on request.

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this a. This Lease and Tenant’s rights hereunder are is expressly made subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee mortgage or Lessordeed of trust and to any ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall attorn to such Mortgagee or Lessorshall, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to within ten (10) days after Landlord’s interest hereunder request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and attorney-in-fact to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any such instrument that in the name of Tenant if Tenant fails to do so within such successor landlord may reasonably request time. If the interest of Landlord in the Real Property or the Building is transferred to any person (1“Purchaser”) evidencing such attornmentpursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, (2) setting forth Tenant shall immediately attorn to the terms and conditions of Tenant’s tenancyPurchaser, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord the Purchaser and Tenant upon all of on the terms, terms and conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defenseherein, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs Purchaser acquires and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of accepts the Real Property or the CenterBuilding subject to this Lease. Upon Purchaser’s request, or including any such request made by reason of the interest termination of the lessee under any Superior Leasethis Lease as a result of such foreclosure or other proceedings, Tenant shall consent enter in to any reasonable modifications a new lease with Purchaser on the terms and conditions of this Lease requested applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest. b. At Tenant’s written request, Landlord shall use reasonable efforts to cause the holder of any then existing Superior Interest or Superior Interest created after the date of this Lease to execute a written “non-disturbance agreement” in favor of Tenant on such holder’s standard form, providing that if Tenant is not in default under this Lease beyond any applicable grace period, such party will recognize this Lease and Tenant’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, subject to any lending institution, commercially reasonable exceptions provided for in such modifications do not increase the Rent, increase Tenantholder’s non-Rent obligations other than disturbance form; provided that if, in order to a de minimis extent obtain such non-disturbance agreement Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or reduce or affect to withdraw Tenant’s rights under this Lease other than request for such non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith. The failure of any such holder of a de minimis extentSuperior Interest to execute and deliver such a non-disturbance agreement,, notwithstanding Landlord’s reasonable efforts to obtain the same, shall not constitute a default hereunder by Landlord, it being understood that Landlord’s sole obligation is to request in good faith the execution and delivery of such agreement.

Subordination and Attornment. (a) Subject to Section 11.5 hereof9.6 below, this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly within 10 Business Days of request from Landlord execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing and confirming such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3ii) containing such other terms and conditions as may be reasonably required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or adversely affect materially diminish Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided notice.any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (cviii) Any Mortgagee may elect that this Lease shall have priority over liable for the Mortgage that it holds andpayment of any unfunded tenant improvement allowance, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property refurbishment allowance or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentsimilar obligation.