Common use of Mortgages Clause in Contracts

Mortgages. At the option of the Landlord, this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Section.

Mortgages. At the option of the Landlord, this This Lease is and shall be subject and subordinate to any and all mortgages, charges and deeds mortgage(s) and/or deed(s) of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in partProperty, or the Landsimprovements situated thereon, provided, however, that if the mortgagee, trustee, or the Building whether or not holder of any such mortgage, charge mortgage or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at elects to have Tenant’s interest in this Lease superior to any time and such instrument, then by notice to Tenant from time to time of the Landlord or of the such mortgagee, chargee trustee or trustee under any holder, this Lease shall be deemed superior to such mortgage, charge lien whether this Lease was executed before or after said mortgage or deed of trust, the . Tenant shall promptlyat any time hereafter on demand execute any instruments, at no cost to the Landlord releases or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in other documents which may be required by any such mortgage, charge or deed of trust mortgagee for the then unexpired residue purpose of the Term on the terms herein contained; and/or (b) postpone subjecting and subordinate subordinating this Lease to the lien of any such mortgage, charge mortgage or deed for the purpose of trust to evidencing the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution superiority of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension lien of any such mortgage, charge as may be the case, or deed for any other matters requested by Landlord’s mortgagee. At Tenant’s sole cost and expense, Landlord shall make reasonable and good faith efforts to obtain from its existing mortgagee a subordination, non-disturbance and attornment agreement (utilizing such mortgagee’s standard form of trust agreement) for Tenant within thirty (30) days after mutual Lease execution. In the event that Landlord is unable to obtain such agreement from its existing mortgagee within thirty (30) days after mutual Lease execution, Tenant may, at its sole option and every instrument supplemental as its sole and exclusive remedy (it being agreed by Landlord and Tenant that the failure to deliver such agreement shall not constitute a default by Landlord under this Lease), terminate this Lease promptly thereafter by written notice to Landlord. In the event that Landlord delivers such agreement to Tenant prior to receipt of Tenant’s written notice to Landlord terminating this Lease (notwithstanding the passage of thirty (30) days or ancillary thereto more after mutual Lease execution), Tenant’s option to terminate this Lease pursuant to this Paragraph 17 shall terminate and be of no further force and effect. Additionally, in the event Landlord has not delivered such agreement by the date that is thirty (30) days after mutual Lease execution and Tenant has not exercised its option to terminate this Lease within thirty (30) days after such date, then Tenant’s option to terminate this Lease pursuant to this Paragraph 17 shall be deemed waived and of no further force and effect. If Tenant exercises its option to terminate this Lease pursuant to this Paragraph 17, Tenant hereby acknowledges and agrees that Landlord shall have the right to use all sums paid to or provided for the benefit of Landlord as of the date of such termination, including, without limitation, the first month’s Base Rent, the Security Deposit, and the Letter of Credit (as defined in implementation thereofParagraph 30 below), to pay for all Improvement Costs actually incurred by Landlord. For purposes of this Lease, all costs, expenses, fees and other charges related to the approval, construction and installation of the Improvements, including, but not limited to, the matters expressly described in EXHIBIT C, shall be collectively referred to as the “Improvement Costs.” Prior to payment of the Improvement Costs to Landlord, Tenant shall have the right to review the Improvement Costs to verify that all Improvement Costs are related to the approval, construction and installation of the Improvements, including, but not limited to, the matters expressly described in EXHIBIT C. Landlord shall not be paid or reimbursed for any costs, expenses, fees or other charges that are not related to the approval, construction and installation of the Improvements, including, but not limited to, the matters expressly described in EXHIBIT C. Upon full payment to Landlord of all Improvement Costs, Landlord shall promptly return to Tenant the remaining balance, if any, of such sums paid to or provided for the benefit of Landlord. The Tenant provisions of this Paragraph 17 shall forthwith execute any instruments survive termination of attornment or postponement and subordination which may be so requested to give effect to this SectionLease.

Mortgages. At the option of the Landlord, Lessee accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in partPremises, or the Landsimprovements situated thereon, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at the Land, and to any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all rightincreases, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, . replacements and extension extensions of such mortgages and deeds of trust; provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Lessee's interest in this Lease superior to any such instrument, then by notice to Lessee from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. The provisions of this Paragraph 20 shall be self-operative, and no further instrument shall be required to effect such subordination of this Lease. Lessee shall however, at any time hereafter, within ten (10) days after demand, execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage. If Lessee fails to execute the same within such ten (10) day period. Lessor is hereby authorized to execute the same as attorney-in-fact for Lessee. Lessee agrees to attorn upon demand to any mortgagee, charge or trustee under a deed of trust and every instrument supplemental or ancillary thereto purchaser at a foreclosure sale or in implementation thereoftrustee's sale as Lessor under this Lease. The Tenant agreement of Lessee to attorn upon demand contained in the immediately preceding sentence shall forthwith execute survive any such foreclosure sale or trustee's sale. Lessee shall upon demand at any time or times, before or after any such foreclosure sale or trustee's sale, execute, acknowledge and deliver to any mortgagee, trustee under a deed of trust or purchaser at a foreclosure sale or trustee's sale any and all instruments and certificates that in the judgment of attornment or postponement and subordination which such party may be so requested necessary or proper to give effect to this Sectionconfirm or evidence such attornment, and Lessee hereby irrevocably appoints any such mortgagee, trustee under a deed of trust or purchaser at a foreclosure sale or trustee's sale as Lessee's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates.

Mortgages. At This Lease and the option of the Landlord, this Lease Tenant's interest hereunder shall be subject and subordinate at all times to any and all mortgages, charges and deeds of trust, and other security instruments, including all renewals, extensions, consolidations, assignments and refinancings of the same (collectively "Mortgage") as well as all advances made upon the security thereof, which may now or hereafter become liens upon the Landlord's interest in the Premises and/or the Building. Notwithstanding the foregoing, so long as no Event of Default has occurred hereunder, Tenant shall not be disturbed in its quiet enjoyment of the Premises. In case Landlord's interest under the Mortgage shall terminate for any reason and if the holder of any such Mortgage ("Mortgagee") or if the grantee of a deed in lieu of foreclosure, or if the purchaser at any foreclosure sale or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee sale under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted a power of sale contained in any such mortgageMortgage shall at its sole option so request, charge Tenant shall attorn to, and recognize such Mortgagee, grantee or deed of trust purchaser, as the case may be, as Landlord under this Lease for the balance then unexpired residue remaining of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making term of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession subject to all terms of the Leased Premises as long as it is not in default under the this Lease. Any such attornment The aforesaid provisions shall be self-operative and no further instrument or postponement and subordination document shall extend to all renewals, modifications, consolidations, replacements and extension of be necessary unless required by any such mortgageMortgagee, charge grantee or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereofpurchaser. The Tenant shall forthwith execute Notwithstanding anything to the contrary set forth above, any instruments of attornment or postponement and subordination which Mortgagee may be so requested to give effect at any time subordinate its Mortgage to this SectionLease, without Tenant's consent, by execution of a written document subordinating such Mortgage to this Lease, and thereupon this Lease shall be deemed prior to such Mortgage.

Mortgages. At the option of the Landlord, Tenant accepts this Lease shall be subject and subordinate to any and all mortgages, charges mortgage(s) and deeds of trust, which may trust now or at any time hereafter affect constituting a first lien or charge upon the Leased Premises in whole or in partProperty, or the Landsimprovements situated thereon, provided, however, that if the mortgagee, trustee, or the Building whether or not holder of any such mortgage, charge mortgage or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time elects to time of the Landlord or of the mortgagee, chargee or trustee under have Tenant's interest in this Lease superior to any such mortgageinstrument, charge or deed of trust, the then by notice to Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee trustee, or trustee in the event of an exercise of any permitted power of sale contained in any trust deed holder, this Lease shall be deemed superior to such mortgage, charge lien whether this Lease was executed before or after said mortgage or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of so long as such mortgagee, chargee trust deed holder or trustee as fully as if such mortgage, charge or deed of trust had been executed enters into a non-disturbance agreement with Tenant in form and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of substance satisfactory to Tenant pursuant to which such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee trust deed holder or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed agrees, not to disturb Tenant's possession of the Leased Premises as so long as it Tenant is not in default under hereunder (after any applicable notice and/or cure periods). Tenant shall at any time hereafter on demand execute any instruments, releases or other documents which may be reasonably required by any such mortgagee for the Lease. Any such attornment or postponement purpose of subjecting and subordination shall extend subordinating this Lease to all renewals, modifications, consolidations, replacements and extension the lien of any such mortgage, charge as may be the case, but for no other purpose whatsoever (and Tenant expressly disclaims any obligation to modify the terms of this Lease, to give the mortgagee, trust deed holder or deed trustee copies of trust and every instrument supplemental any notices delivered to Landlord, or ancillary thereto to waive any claims which Tenant may then have or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may arise thereafter against Landlord or such mortgagee, trust deed holder or trustee), and provided that such mortgagee, trust deed holder or trustee enters into a non-disturbance agreement with Tenant as required pursuant to the preceding sentence. At the request of either Tenant or Landlord, a short-form or memorandum of this Lease shall be so requested to give effect to this Sectionsigned by each party and filed with the Cxxx County Recorder of Deeds.

Mortgages. At the option of the Landlord, Tenant accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in part, or the Lands, improvements situated thereon or the Building whether Building, provided, however, that if the mortgagee, trustee or not holder of any such mortgage, charge mortgage or deed of trust affects only the Leased Premises elects to have Tenant’s interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or the Lands holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or the Building after said mortgage or affects other premises as welldeed of trust. On request Tenant, at any time and from time to time of the Landlord hereafter on demand, shall execute any instruments, releases or of the other documents that may be required by any mortgagee, chargee trustee or trustee under holder for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage. Prior to subordinating this Lease to any mortgage or deed of trust, charge Landlord shall cause the mortgagee or beneficiary under a deed of trust to deliver to Tenant a commercially reasonable non-disturbance agreement, providing that so long as Tenant is not in default under this Lease after the expiration of any applicable notice and cure periods, Tenant may remain in possession of the Premises under the terms of this Lease, if such mortgagee or beneficiary should acquire Landlord’s title to the Project. In addition, Landlord shall deliver such a non-disturbance agreement from any current mortgage or beneficiary within thirty (30) days after execution of this Lease. Tenant shall not terminate this Lease or pursue any other remedy available to Tenant hereunder for any default on the part of Landlord without first giving written notice by certified or registered mail, return receipt requested, to any mortgagee, trustee or holder of any such mortgage or deed of trust, the name and post office address of which Tenant shall promptlyhas received written notice, at no cost to specifying the Landlord or mortgagee, chargee or trustee: (a) attorn to default in reasonable detail and affording such mortgagee, chargee trustee or trustee holder a reasonable opportunity (but in no event less than thirty days) to make performance, at its election, for and become its tenant on behalf of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this SectionLandlord.

Mortgages. At the option of the Landlord, this Lease shall be This Agreement is subject and subordinate to all Mortgages (as defined below) now or hereafter placed upon a Site by Lessor, and to the provisions of any easement, operating agreement, declaration, restrictive covenant, and all other encumbrances and matters of public record applicable to the land related thereto. Any Holder (as defined below) may elect to make this Agreement prior to the lien of its Mortgage, by written notice to Lessee and Lessee shall execute such documentation as Lessor or any Holder may reasonably request from time to time, in order to confirm the matters set forth in this Paragraph. If any foreclosure proceedings regarding a Site are initiated by any Holder or if any mortgage or deed in lieu is granted or any ground lease is terminated, Lessee agrees, upon written notification of any such Holder, mortgagee or purchaser at foreclosure sale, to attorn to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment (and such Holder, mortgagee or purchaser shall agree to accept this Agreement and not disturb Lessee's occupancy, so long as Lessee does not default under this Agreement). In the event of attornment, provided that Lessee has received prior notice of the identity and address of the Holder, no Holder shall be: (i) liable for any act or omission of Lessor, or subject to any offset or defense which Lessee might have against Lessor of which Holder has not been given notice by Lessee (prior to such Holder becoming lessor), or (ii) bound by any future modification of this Agreement unless consented to by such Holder. "Mortgage" means all mortgages, charges and deeds of trust, which may ground leases and other such encumbrances now or at hereafter placed upon a Site or any time hereafter affect the Leased Premises in whole or in partpart thereof, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements replacement or extensions thereof, and extension all indebtedness now or hereafter secured thereby and all interest therein. "Holder" means the holder of any Mortgage at the time in question, and where such mortgageMortgage is a ground lease, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant such term shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested refer to give effect to this Sectionthe ground lease.

Mortgages. At the option of the Landlord, this This Lease shall be is subject and subordinate to all ground or underlying leases (each a “Ground Lease”) and to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgageesecurity interest, or trusteetitle retention interest now affecting the Land, express Building or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement Project (each a “Mortgage”) and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions thereof; provided, however, that Xxxxxx’s possession and enjoyment of this Lease, including any options to extend the Term and all other benefits to Tenant hereunder, shall not be disturbed so long as Tenant is not in breach of any provision of this Lease and Tenant attorns to the record owner of the Premises. Tenant shall, within 10 days of receipt thereof, execute any instrument that Landlord, any ground lessor under a Ground Lease (“Ground Lessor”) or any holder of any note or obligation secured by a Mortgage (the “Mortgagee”) may request confirming such mortgagesubordination. Notwithstanding the foregoing, charge before any foreclosure sale under a Mortgage or deed termination of trust a Ground Lease, the Mortgagee or Ground Lessor, as applicable, shall have the right to subordinate the Mortgage or Ground Lease, as applicable, to this Lease, in which case, in the event of such foreclosure or termination, this Lease may continue in full force and every instrument supplemental or ancillary thereto or in implementation thereof. The effect and Tenant shall forthwith execute attorn to and recognize as its landlord, as applicable, the Ground Lessor or the purchaser at foreclosure of Landlord's interest under this Lease. Tenant shall, upon the request of a Mortgagee, Ground Lessor or purchaser at foreclosure, execute, acknowledge and deliver any instruments instrument that has for its purpose and effect the subordination of attornment any Ground Lease or postponement and subordination which may be so requested to give effect the lien of any Mortgage to this SectionLease or Tenant's attornment to such Ground Lessor or purchaser of Landlord's interest under this Lease, as applicable.

Mortgages. At the option of the Landlord, SECTION 8.01. The Tenant's interest in this Lease and the leasehold estate created hereby is and shall be subject and subordinate to any ground or underlying lease or leasehold mortgage and to any mortgage or other lien or charge in the nature thereof now or hereafter affecting all or any part of the Project. Each and all of the foregoing leases, mortgages, liens and charges are referred to in this Lease as a "Mortgage" and deeds the holder thereof or the landlord thereunder as a "Mortgagee". This clause shall be self-operative and no further instrument or subordination shall be required by any mortgagee or lessee. In confirmation of trustsuch subordination, Tenant shall execute promptly any certificate that Landlord may request. The preceding paragraph of this Section 8.01 shall be of no force or effect with respect to a Mortgage hereafter first affecting all or any part of the Premises unless and until Landlord shall, with respect to such Mortgage, furnish Tenant with an agreement from the Mortgagee, in recordable form (the "SNDA"), to the effect that so long as no Event of Default exists on the part of Tenant under this Lease, or any event has occurred, which has continued to exist for such period of time (after notice, if any, required by this Lease) as would entitle Landlord to terminate this Lease or would cause, without any action of Landlord, the termination of this Lease or would entitle Landlord to dispossess Tenant (each hereinafter in this paragraph, but not elsewhere in this Lease, called a "Default Condition"), Tenant shall not be joined as a party defendant in any action or proceeding which may now be instituted or at any time hereafter affect taken by the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee then Mortgagee under any such mortgageMortgage for the purpose of terminating such ground or underlying lease or for the purpose of foreclosing any such Mortgage, charge by reason of any default under any such Mortgage, (unless applicable law requires Tenant to be made a party thereto as a condition to proceeding against the Mortgagor or deed of trustotherwise protecting the Mortgagee's rights and remedies, in which case the Mortgagee may join the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained as a defendant in any such mortgageaction or proceeding for such purposes and not to terminate the Lease) and, charge so long as no Event of Default or deed of trust for Default Condition shall exist (x) Tenant shall not be evicted from the then unexpired residue of Premises, (y) Tenant's leasehold estate hereunder shall not be terminated or disturbed and (z) the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that Mortgagee shall recognize this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the Tenant's rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of under this Lease (and notwithstanding shall not be affected in any authority or consent of such mortgageeway, or trusteeother than as heretofore specified in this paragraph. Landlord represents that on the date hereof, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Sectionno Mortgage exists.

Mortgages. At the option 22.1 Lessee shall execute any instrument necessary to evidence subordination of the Landlord, this Lease to any mortgage of Lessor. Lessee agrees that this Lease shall be subject and subordinate to any mortgages or trust deeds that may hereafter be placed upon the premises, to any and all mortgagesadvances made or to be made under them, charges to the interest and deeds all obligations secured by them, and to all renewals, replacements and extensions of trustthem. Provided, which may now however, that in the event of foreclosure, the mortgagee or at any time hereafter affect the Leased Premises beneficiary named in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge mortgages or trust deeds and any purchaser under any foreclosure sale shall recognize and honor all of the Lessor's obligations under the Lease if Lessee is not then in default under the terms of this Lease. If any mortgagee or beneficiary elects to have this Lease superior in its mortgage or deed of trust affects only and gives notice of its election to Lessee, then this Lease shall be superior to the Leased Premises lien of any mortgage or trust deed whether this Lease is dated or recorded before or after the Lands mortgage or the Building or affects other premises as well. On request trust deed. 22.2 Lessee shall at any time and from time to time of the Landlord or of the mortgageetime, chargee or trustee under any such mortgageupon not less than ten (10) days prior written notice from Lessor, charge or deed of trustexecute, the Tenant shall promptlyacknowledge, at no cost and deliver to the Landlord or mortgageeLessor a statement in writing certifying certain facts including, chargee or trustee: (a) attorn to such mortgageewithout limitation, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the rental, and security deposit, if any, and other charges, if any, are paid in advance, and acknowledging that there are not, to Lessee's knowledge, any uncured defaults on the part of Lessor hereunder, and that there are no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Lessor hereunder, or specifying such defaults, events, or conditions, if any are claimed. It is expressly understood and agreed that any prospective purchaser or encumbrancer of all right, title and interest or any portion of the Tenant in the Leased Premises premises shall be subject entitled to the rights of rely upon any such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed statement. Lessee's failure to execute and registered and the money thereby secured had been advanced before the execution of return said document than it shall be conclusive upon lessee that (i) this Lease (is in full force and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises effect without modification except as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested represented by Lessor; (ii) that there are no uncured defaults in Lessor's performance; and (iii) that not more than two (2) months' rental has been paid in advance. If Lessee fails to give effect deliver the certificate within ten (10) days, Lessee irrevocably constitutes and appoints Lessor as its special attorney-in-fact to this Sectionexecute and deliver the certificate to a third party.

Mortgages. At (A) Upon request by any holder of a First Mortgage, --------- Tenant shall subordinate Tenant's rights under this Lease to such First Mortgage, and to any advances to be made thereunder and the option interest thereon, and to all renewals, modifications, replacements and extensions thereof. Tenant's rights under this Lease shall not be subordinate to the holder of the LandlordFirst Mortgage unless the holder thereof has requested that this Lease be subordinate thereto. Any Mortgagee, whether the holder of the First Mortgage or any other Mortgage affecting the Development, may elect to have this Lease made prior to such Mortgage, and in the event of such election and upon notification by any such Mortgagee to Tenant to that effect, this Lease shall be subject and subordinate deemed prior in lien to any such Mortgage, whether this Lease is dated or filed prior to or subsequent to the date of such Mortgage. (B) Tenant shall, in the event of exercise of the power of sale or deed in lieu of foreclosure under any Mortgage, attorn to and all mortgagesrecognize such purchaser as landlord under this Lease; provided that said purchaser shall not be liable for any act or omission of any prior landlord or subject to any offsets or defenses which Tenant may have against any prior landlord or be bound by any amendment or modification of this Lease made without the prior written consent of such Mortgagee. Should any Mortgagee or purchaser require a separate agreement of attornment regarding the matters covered by this Lease, charges and deeds of trustTenant shall promptly, which may now or at any time hereafter affect the Leased Premises in whole or in partupon request, or the Lands, or the Building whether or not enter into any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at attornment agreement. (C) At any time and from time to time time, Tenant shall, upon request from Landlord, execute, acknowledge and deliver to Landlord or any potential purchaser of the Landlord Development, or to any Mortgagee or potential Mortgagee, an estoppel certificate or statement in writing certifying to all or any part of the mortgageefollowing information as Landlord shall request, chargee or trustee under any provided such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: facts are true and ascertainable: (ai) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease constitutes the entire agreement between Landlord and Tenant and is unmodified and in full force and effect (or if there have been modifications, that same is in full force and effect as modified and stating the modification), (ii) the amounts of Minimum Rent, additional rent and other charges under this Lease and the dates to which same have been paid, and that there are no prepaid rents or other sums hereunder, and the amount of Security Deposit, (iii) that the Premises have been satisfactorily completed, and that all rightconditions precedent to this Lease taking effect have been carried out, title and interest (iv) that Tenant has accepted possession of the Premises, that the Lease Term has commenced, that Tenant in is occupying the Leased Premises shall be subject to the rights of such mortgageeand operating Tenant's business full-time therefrom, chargee and there are no defaults or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution offsets which Tenant has against enforcement of this Lease by Landlord, and (v) the actual Commencement Date and notwithstanding Termination Date. Tenant's certificate or statement shall also contain such other information as may be reasonably or customarily required by the present or potential purchaser or Mortgagee. (D) In the event that, in connection with obtaining financing or refinancing for the Development, any authority banking, insurance or other recognized institutional lender shall request reasonable modifications in this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer Tenant's consent of such mortgagee, or trustee, express or implied, to the making of this Lease)thereto, provided that such modifications do not materially increase the applicable mortgagee, chargee obligations of Tenant hereunder or trustee thereunder has agreed in writing with materially adversely affect the interest of Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Sectionhereby created.

Mortgages. At Subject to Tenant receiving a non-disturbance agreement from the option mortgagee of the LandlordProperty, Tenant accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in part, or the Lands, improvements situated thereon or the Building whether Building, provided, however, that if the mortgagee, trustee or not holder of any such mortgage, charge mortgage or deed of trust affects only elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this lease was executed before or after said mortgage or deed of trust. If any mortgage, deed of trust or security agreement is enforced by the Leased Premises mortgagee, the trustee, or the Lands secured party, Tenant shall, upon request, attorn to the mortgagee or purchaser at such foreclosure sale, or any person or party succeeding to the Building interest of Landlord as a result of such enforcement, as the case may be, and execute instrument(s) confirming such attornment. In the event of such enforcement and upon Tenant's attornment as aforesaid, Tenant will automatically become the tenant of the successor to Landlord's interest without change in the terms or affects other premises as wellprovisions of this Lease; provided, however, that such successor to Landlord's interest shall not be bound by (a) any payment of Rent for more than one month in advance (except prepayments for security deposits, if any), or (b) any amendments or modifications of this Lease made without the prior written consent of such Lessor or mortgagee. On request Tenant, at any time and from time to time of the Landlord hereafter on demand, shall execute any instruments, releases or of the other documents that may be required by any mortgagee, chargee trustee or trustee under holder for the purpose of subjecting and subordinating this Lease to the lien of any such mortgagemortgage or to confirm Tenant's agreement of attornment. In consideration of Tenant's subordination and attornment agreements set forth above, charge Landlord shall provide Tenant with a non-disturbance agreement from its lender. Tenant shall not terminate this Lease or pursue any other remedy available to Tenant hereunder for any default on the part of Landlord without first giving written notice by certified or registered mail, return receipt requested, to any mortgagee, trustee or holder of any such mortgage or deed of trust, the name and post office address of which Tenant shall promptlyhas received written notice, at no cost to specifying the Landlord or mortgagee, chargee or trustee: (a) attorn to default in reasonable detail and affording such mortgagee, chargee trustee or trustee holder a reasonable opportunity (but in no event less than thirty (30) days) to make performance, at its election, for and become its tenant on behalf of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this SectionLandlord.

Mortgages. At the option of the Landlord, this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Project or Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Section. Any such mortgagee, chargee or trustee under any mortgage, charge or deed of trust may, at its option, subordinate its interest in such mortgage, charge or deed of trust to the interest of the Tenant in this Lease and the Leased Premises. The Landlord shall, upon written request of the Tenant, obtain for the Tenant a non-disturbance agreement from any current mortgagee, on such mortgagee's standard form.

Mortgages. At the option of the Landlord, Tenant accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in partPremises, or the Landsimprovements situated thereon, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at the Land, and to any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all rightincreases, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions of such mortgages and deeds of trust; provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. The provisions of this Paragraph 20. shall be self-operative, and no further instrument shall be required to effect such subordination of this Lease. Tenant shall however, at any time hereafter, within ten (10) days after demand, execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage. If Tenant fails to execute the same within such ten (10) day period, charge or Landlord is hereby authorized to execute the same as attorney-in-fact for Tenant. Tenant agrees to attorn upon demand to any mortgagee, trustee under a deed of trust and every instrument supplemental or ancillary thereto purchaser at a foreclosure sale or in implementation thereoftrustee's sale as Landlord under this Lease. The agreement of Tenant to attorn upon demand contained in the immediately preceding sentence shall survive any such foreclosure sale or trustee's sale. Tenant shall forthwith execute upon demand at any instruments time or times, before or after any such foreclosure sale or trustee's sale, execute, acknowledge and deliver to any mortgagee, trustee under a deed of attornment trust or postponement and subordination which may be so requested to give effect to this Sectionpurchaser at a foreclosure sale or 53 22.

Mortgages. At the option of the Landlord, this (a) This Lease shall be subject and subordinate to any and all mortgages, charges and deeds deed of trust, which may mortgage, or other security instrument (a "Mortgage"), that now or at hereafter covers all or any time hereafter affect part of the Leased Premises Premises, provided that the holder of such Mortgage agrees, within in whole the Mortgage or in parta separate agreement with Tenant, that, so long as no Event of Default has occurred and is continuing hereunder, no foreclosure or deed in lieu of foreclosure with respect to such Mortgage will result in termination of this Lease or disturbance of Tenant's rights hereunder. The mortgagee under any Mortgage is referred to herein as "Landlord's Mortgagee". (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. In the Landsevent of such request and upon Tenant's attornment as aforesaid, Tenant will automatically become the tenant of the successor to Landlord's interest without change in the terms or provisions of this Lease; provided, however, that such successor to Landlord's interest shall not be bound by (i) an payment of Rent for more than one month in advance (except prepayments for security deposits, if any), (ii) any amendments or modifications of this Lease made without the prior written consent of Landlord's Mortgagee if Tenant was advised on the interest of the same, or (iii) any credits, offsets, defenses or claims which Tenant may have against Landlord, except for matters that are continuing. (c) Tenant shall not seek to enforce any remedy it may have for any default on the Building whether part of the Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord's Mortgagee, whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. Subject to the provisions of Paragraph 12 hereof, Landlord reserves the right, without notice to or not consent of the Tenant, to assign this Lease and/or any such mortgage, charge or deed and all rents hereunder as security for the payment of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request any Mortgage. (d) Tenant and Landlord agree at any time and from time to time of during the Landlord or of the mortgageeTerm to execute, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost acknowledge and deliver to the Landlord or mortgagee, chargee or trustee: other party within ten (a10) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises days of any purchaser from request by the other party, a statement or statements, in writing, certifying (if such mortgagee, chargee or trustee in the event be true) that a copy of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and any amendments hereto are true and correct copies, this Lease is unmodified and in good standing (or if modified, then in good standing as modified, stating the modification), the date to which all rightrent and other charges hereunder have been paid in advance, title and interest any other items reasonably requested. From time to time, Tenant shall furnish to any Landlord's Mortgagee, within ten (10) days after a request therefor, such estoppel certificates, subordination, non-disturbance and attornment agreements, or other certificates as Landlord's Mortgagee may reasonably request. (e) Landlord acknowledges that Tenant has acquired equipment, inventory and other personal property and may acquire additional equipment, inventory and other personal property (collectively, the "Equipment") under the terms of one or more credit agreements with one or more lenders pursuant to which such lenders finance Tenant's purchase of all or a portion of the Tenant Equipment. Landlord further acknowledges that a portion of the Equipment will be installed in or located at the Premises. Landlord hereby disclaims any interest in the Leased Premises shall be subject Equipment. Landlord further (i) waives, disclaims and releases any claim of ownership of or lien on or security interest in all or any part of the Equipment, whether consensual, statutory or otherwise; (ii) to the fullest extent permitted by law, waives all rights granted by or under any present or future law to levy or distraint on the Equipment, for any sums due to Landlord; (iii) acknowledges that, regardless of such mortgageethe mode or manner of installation of the Equipment, chargee the Equipment is and will continue to be personal property of Tenant or trustee the vendor of the Equipment, as fully as if such mortgage, charge the case may be; (iv) acknowledges that the lenders under the credit agreements have (or deed may have) financed Tenant's purchase of trust had been executed and registered and all or portion f the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or impliedEquipment and, to the making extent that any of this Lease)the Equipment has been so financed, provided the lenders have a security interest in such Equipment; and (v) agrees that the applicable mortgageelenders and their agents may, chargee or trustee thereunder has agreed form time to time in writing accordance with the Tenant that credit agreements, enter the Tenant shall have undisturbed possession Premises for the purposes of inspection, repairing, removing and/or conducting a sale or sales of the Leased Premises as long as it is not in default under the LeaseEquipment. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Initials: __________ __________ Landlord Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Section.10

Mortgages. At the option of the Landlord, Tenant accepts this Lease shall be subject and subordinate to any and all mortgagesmortgage(s), charges and deeds deed(s) to secure debt, ground lease(s) and/or deed(s) of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in part, premises or the Landsimprovements situated thereon (collectively, or a "mortgage"), provided, however, that Landlord shall deliver, as a condition precedent to such subordination, a subordination, non-disturbance and attornment agreement ("SNDA") substantially in the Building whether or not form generally used by the holder of such mortgage wherein the holder of any such mortgage, charge mortgage agrees to recognize and not disturb this Lease or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time Tenant's possession of the Landlord premises (provided Tenant is not then in uncured default hereunder), if it succeeds to Landlord's interest hereunder, whether by judicial or non judicial foreclosure, deed in lieu of foreclosure or otherwise. If the mortgagee, chargee trustee, or trustee under holder of any such mortgagemortgage elects to have Tenant's interest in this Lease superior to any such instrument, charge then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust, the . Tenant shall promptlyat any time hereafter on ten (10) days notice execute any reasonable instruments or other documents, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of which may be required by any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust mortgagee for the then unexpired residue purpose of the Term on the terms herein contained; and/or (b) postpone subjecting and subordinate subordinating this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension lien of any such mortgage, charge provided that Tenant is delivered the SNDA as described herein. Landlord and Tenant each hereby agrees that the form of SNDA attached hereto as Exhibit "D" is mutually approved by and acceptable to them, subject to the review and approval thereof by any current or deed future holder of trust a mortgage on the property and every instrument supplemental building in which the premises is located. In the event there is a mortgage on the property as of the commencement date hereof but Landlord fails or ancillary thereto or in implementation thereof. The is unable to deliver an SNDA executed by the holder thereof to Tenant by such commencement date, then, from and after the commencement date until such time as an SNDA executed by Landlord and such holder is delivered to Tenant for execution and recording, Tenant shall forthwith execute any instruments have the right to pay into escrow with Xxxxxx Xxxxxx Xxxxxxx LLP, or with by a title insurance company or agent reasonably acceptable to Landlord and Tenant, an amount equal to one-half (1/2) of the Rent otherwise payable to Landlord hereunder, and to pay the other one-half of its Rent to Landlord, without being deemed to be or held or construed to be in default hereunder. Upon receipt of an SNDA executed by Landlord and such holder, Tenant shall, within three (3) business days thereafter by notice to the escrow agent with a copy to Landlord, instruct and authorize the escrow holder to release and pay such escrowed Rents, together with the interest earned thereon, if any, to Landlord. If, prior to the date of delivery of such an SNDA to Tenant, the holder of such mortgage declares Landlord to be in default under such mortgage or commences proceedings for the judicial or non-judicial foreclosure of such mortgage, and if, during the first sixty (60) days after such default is declared or the first sixty (60) days after the commencement of such proceedings (whichever is earlier), such holder fails to enter into an SNDA with Tenant or to otherwise agree in writing with Tenant and in recordable form to accept Tenant's attornment or postponement and subordination which may be so requested to give effect recognize this Lease and Tenant's possession and quiet enjoyment of the Premises pursuant to this SectionLease, then Tenant shall have the right at any time thereafter by notice to the escrow agent to instruct and authorize the escrow agent to release and pay such escrowed Rents, together with the interest earned thereon, if any, to Tenant, and Tenant shall have the right to continue to pay to Landlord (or to the holder of such mortgage or other party entitled to receive such payment, if any) one one-half (1/2) of the Rent otherwise due and payable hereunder, without being deemed or held or construed to be in default hereunder. In such event Tenant shall retain the other one-half (1/2) of such Rent in a separate account maintained by Tenant for such purpose pending receipt of an SNDA or other agreement in writing from Landlord and the holder of such mortgage in recordable form to accept Tenant's attornment and to recognize this Lease and Tenant's possession and quiet enjoyment of the premises pursuant to this Lease. Upon receipt of such SNDA or other agreement in writing and in recordable form, Tenant shall release and pay any and all such Rents (whether in escrow or previously returned to Tenant) to Landlord, the holder of such mortgage or such other party (if any) who shall be entitled to receive such payment at such time.

Mortgages. At the option of the Landlord, Tenant accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in partthe improvements situated thereon; provided, however, that if the mortgagee, trustee, or the Lands, or the Building whether or not holder of any such mortgage, charge mortgage or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at elects to have Tenaxx'x xnterest in this Lease superior to any time and such instrument, then by notice to Tenant from time to time of the Landlord or of the such mortgagee, chargee trustee or trustee under any holder, this Lease shall be deemed superior to such mortgagelien, charge whether this Lease was executed before or after said mortgage or deed of trust, the Tenant shall promptly. Tenant, at no cost any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee, trustee or holder for the purpose of subjecting and subordinating this Lease to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises lien of any purchaser from such mortgagee, chargee mortgage or trustee in the event deed of an exercise of trust. If any permitted power of sale contained in any such mortgage, charge future mortgagee or beneficiary under a mortgage or deed of trust for hereafter placed upon the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and Premises desires to subordinate this Lease to such mortgage, charge its mortgage or deed of trust to this Lease, Tenaxx xxxees that it shall promptly execute such instruments as may be reasonably required by such mortgagee or beneficiary in order to effect such subordination (Tenant agreeing that an instrument in substantially the intent that form of Exhibit "I" attached hereto and made hereof is acceptable to Tenant). Landxxxx xxxees to obtain and deliver to Tenant a subordination non-disturbance and attornment agreement in substantially the form attached hereto as Exhibit "H" and made a part hereof ("SNDA") executed by Landxxxx'x xurrent mortgagee with respect to the Building. Tenaxx xxxees to enter into the SNDA with such mortgagee promptly upon Landxxxx'x xequest therefor. Notwithstanding the foregoing, the subordination of this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge any mortgage or deed of trust had been executed and registered that is hereafter placed upon the Building is expressly conditioned upon Tenant and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority mortgagee or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default beneficiary under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge mortgage or deed of trust entering into an SNDA in a form reasonably acceptable to Tenant (Tenant hereby agreeing that an SNDA substantially in the form that is attached hereto as Exhibit "H" and every instrument supplemental made a part hereof is acceptable to Tenant). Tenaxx xxxees to enter into such SNDA with any such mortgagee or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Sectionbeneficiary promptly upon Landxxxx'x xequest therefor.

Mortgages. At Borrower shall not, without the option prior written consent of Lender, which consent may be withheld in Lender's sole discretion, grant or permit to be created any lien, security interest or other encumbrance, other than Permitted Encumbrances, covering any of the LandlordMortgaged Property (each a "Subordinate Mortgage"). If Lender consents to a Subordinate Mortgage or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable, this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant Subordinate Mortgage shall promptly, at no cost contain express covenants to the Landlord or mortgagee, chargee or trusteeeffect that: (a) attorn the lien of the Subordinate Mortgage and all instruments incorporated therein by reference is and always shall be unconditionally subordinate to such mortgageethe lien of the Mortgage and to all advances made pursuant to, chargee and sums secured by, the Mortgage, and the Mortgage and all instruments incorporated herein by reference may be renewed, extended, restructured, modified, increased or trustee and become its reinstated at any time without giving notice to or obtaining the consent of the Subordinate Mortgage holder; (b) if any action shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of the Leased Premises or the tenant any of the Leased Premises Leases shall be named as a party defendant and no action shall be taken which would terminate any occupancy or tenancy without the prior written consent of any purchaser from such mortgagee, chargee or trustee Lender; (c) in the event of an exercise any conflict between the covenants and agreements of the Mortgage and the Subordinate Mortgage, the covenants and agreements of the Mortgage shall prevail; (d) Rents, if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the payment of the Indebtedness and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Lender may determine, prior to being applied to any indebtedness secured by the Subordinate Mortgage; (e) a copy of any permitted power notice of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement Subordinate Mortgage and subordination shall extend written notice and opportunity to all renewals, modifications, consolidations, replacements and extension cure of not less than thirty (30) days prior to the commencement of any such mortgageaction to foreclose or otherwise enforce the Subordinate Mortgage shall be given to Lender; and (f) the holder of the Subordinate Mortgage shall acknowledge the existence of the Indebtedness secured hereby and further acknowledge that the lien of the Mortgage shall at all times be and remain superior and prior to the lien of the Subordinate Mortgage to the extent of the entire Indebtedness secured hereby, charge or deed notwithstanding any change in the variable rate of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Sectioninterest being charged under the Note.

Mortgages. At the option of the Landlord, Tenant accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in partPremises, or the Landsimprovements situated thereon, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at the Land, and to any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all rightincreases, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions of such mortgages and deeds of trust; provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. The provisions of this Paragraph 20. shall be self-operative, and no further instrument shall be required to effect such subordination of this Lease. Tenant shall however, at any time hereafter, within ten (10) days after demand, execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting or subordinating this Lease to the lien of any such mortgage. If Tenant fails to execute the same within such ten (10) day period, charge or Landlord is hereby authorized to execute the same as attorney-in- fact for Tenant. Tenant agrees to attorn upon demand to any mortgagee, trustee under a deed of trust and every instrument supplemental or ancillary thereto purchaser at a foreclosure sale or in implementation thereoftrustee's sale as Landlord under this Lease. The agreement of Tenant to attorn upon demand contained in the immediately preceding sentence shall survive any such foreclosure sale or trustee's sale. Tenant shall forthwith execute upon demand at any time or times, before or after any such foreclosure sale or trustees sale execute, acknowledge and deliver to any mortgagee, trustee under a deed of trust or purchaser at a foreclosure sale or trustee's sale any and all instruments and certificates that in the judgment of attornment or postponement and subordination which such party may be so requested necessary or proper to give effect to this Sectionconfirm or evidence such attornment, and Tenant hereby irrevocably appoints any such mortgagee, trustee under a deed of trust or purchaser at a foreclosure sale or trustee's sale as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates.

Mortgages. At (a) Operator shall have the option right to grant, either in connection with original financing, any refinancing or any mezzanine financing, one or more mortgage, deed of trust or similar encumbrances (each a “Mortgage”) encumbering all or any portion of the Landlordassets that comprise the Hotel or any interest therein (including, without limitation, granting security interests in any or all of the other assets that comprise the Hotel, any part thereof, or any interest therein, including the FF&E Fund, the Bank Account, all FF&E and hotel equipment and Operating Supplies placed in or used in connection with the operation of the Hotel) and in furtherance thereof, to assign to any holder of such Mortgage (“Mortgagee”) (as collateral security for any loan secured by the mortgage) all of Operator’s right, title, and interest in and to this Lease Agreement. Manager acknowledges, covenants and agrees that this Agreement is hereby declared to be automatically subject and subordinate to each Mortgage now or hereafter encumbering, directly or indirectly, the Hotel, such subordination being agreed by Manager to be self-executing; provided, however, Manager hereby acknowledges and agrees that, at Mortgagee’s request, it shall execute a subordination agreement, on Mortgagee’s form, which subordination agreement may provide that this Agreement, and all amendments thereto (i) shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or terms of any Mortgage and to the promissory note (or other evidence of repayment obligation) and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing said indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments; and (ii) may be terminated by the Mortgagee, which shall permit the termination of this Agreement upon a foreclosure of, or exercise of a power of sale, appointment of a receiver, or default by Operator with respect to such Mortgagee’s Mortgage and/or as otherwise expressly agreed thereunder. In addition, Manager shall also agree to any of Mortgagee’s customary terms for cash management and collateral interest in the Bank Accounts and shall execute such cash management agreement as reasonably requested by Mortgagee. Manager’s rights and obligations hereunder shall be deemed modified as required pursuant to said cash management agreement. Notwithstanding anything to the contrary set forth in this Agreement, Operator and/or its Affiliates shall in no way be restricted or prohibited from granting, either in connection with original financing, any refinancing or any mezzanine financing, a Mortgage encumbering all or any indirect interest in this Agreement, the assets that comprise the Hotel or any interest therein and this Agreement shall be subject and subordinate to any such existing or future Mortgage (such subordination being agreed by Manager to be self-executing). Notwithstanding the foregoing, nothing contained in this Agreement shall in any way be deemed to be a waiver by Manager of (i) its rights to receive current payments of amounts due to Manager under this Agreement including, but not limited to, Operating Costs and all mortgagesworking capital per the Approved Budget, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises (ii) its right to terminate this Agreement in whole or in partaccordance with its terms, or the Lands, (iii) its rights and remedies against Operator or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust this Agreement for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as so long as it is not terminated and/or Manager is operating the Hotel. (b) Manager, at Operator’s option and request and to the extent funds are timely available in default the Bank Account, shall make any and all Mortgage payments for any Mortgage on the Hotel, as and when they become due and to the extent within Manager’s control, Manager shall manage, operate and administer the Hotel in compliance with the Mortgage Requirements (provided that Manager shall be under no obligation to insure that sufficient funds for payment thereof are generated from the Lease. Any such attornment operation of the Hotel) and any leases or postponement and subordination other agreements relating to the Hotel (a) for which Manager has actual or constructive knowledge of, provided that Manager shall extend be deemed to all renewals, modifications, consolidations, replacements and extension have actual knowledge of any such mortgageMortgage Requirements if Operator has delivered to Manager reasonably detailed written instructions (from time to time) with respect to what is required to comply with such Mortgage Requirements, charge or deed (b) which agreement were executed by Manager. Operator agrees and acknowledges that as to the Mortgage Requirements, Manager shall not be obligated to review or interpret Mortgage provisions and that the Operator shall provide all instructions and/or information regarding the performance of trust Managers duties under this Agreement as they relate to the Mortgage Requirements. Manager shall not be held responsible for issues arising from erroneous or incomplete instructions as conveyed by the Operator regarding the Mortgage Requirements or any leases (which Manager is not a party to), as applicable. For purposes of this Section 18.15, “Mortgage Requirements” shall mean any obligations, affirmative or negative covenants, restrictions, limitations and every instrument supplemental other requirements of a Mortgage relating to maintenance, repair and, operation of the Hotel, notice and reporting relating to Operator or ancillary thereto the Hotel, payments and any other similar matters, which Manager shall be required to (i) perform on Operator’s behalf in accordance with the terms and conditions of this Section 18.15(b), (ii) abide by in its operation of the Hotel and performance of its obligations under this Agreement, and/or (iii) to the extent funds are available in the Operating Accounts or FF&E Reserve or otherwise made available by Operator for such purposes, pay on Operator’s or Lessor’s behalf. (c) Unless otherwise directed by Operator and in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination event subject to Operator’s prior approval (which approval may be so requested granted or withheld in Operator’s sole and absolute discretion) Manager shall use commercially reasonable efforts, and to give effect the extent necessary funds are timely available in the Bank Account, to this Sectionprevent any liens from being filed against the Hotel. In the event a lien arises solely on account of an act or omission by Manager, Manager shall bear the cost of obtaining the lien release.

Mortgages. At Lessee accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or any time hereafter constituting a lien or charge upon the option Premises or the improvements situated thereon or the building of which the LandlordPremises are a part, provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Lessee's interest in this Lease superior to any such instrument, then by notice to Lessee from such mortgagee, trustee or holder, this Lease shall be subject and subordinate deemed superior to any and all mortgagessuch lien, charges and deeds of trust, which may now whether this Lease was executed before or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge after said mortgage or deed of trust, the Tenant shall promptly. Lessee, at no cost any time 5 8 hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and subordinating this Lease to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant lien of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage. 21. MECHANIC'S LIENS. Lessee has no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind the interest of Lessor or Lessee in the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Lessee, including those who may furnish materials or deed perform labor for any construction or repairs. Lessee covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of trust for the then unexpired residue of the Term any labor performed or materials furnished in connection with any work performed on the terms herein contained; and/or (b) postpone Premises and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease it will save and hold Lessor harmless from any and all loss, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the right, title and interest of the Tenant Lessor in the Leased Premises shall be subject to or under the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making terms of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession . Lessee agrees to give Lessor immediate written notice of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension placing of any such mortgage, charge lien or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Sectionencumbrance against the Premises.

Mortgages. At the option of the Landlord(a) Lessee agrees, this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time time, upon request by Lessor, or the holder of the Landlord any mortgage given by Lessor, to execute, acknowledge, and deliver to Lessor or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgageemortgage holder, chargee or trustee: a written statement certifying: (a) attorn that the Lease has not been modified and is in full force and effect (or if there have been modifications, identifying them and stating that they are in full force and effect); (b) that there are no defaults under the Lease on the part of Lessor; (c) that no rent abatement or offsets are claimed by Lessee (if such is the fact); (d) the dates to which the fixed rents and other charges have been paid; and (e) such mortgageeother matters as may be reasonably requested by Lessor or such other party, chargee it being intended that any such statement delivered pursuant to this paragraph may be relied upon by any mortgage holder or trustee any authorized assignee of Lessor or any prospective purchaser of Lessor. (b) Lessee further agrees, at any time and become from time to time, to execute a consent to the assignment of this Lease by Lessor to its tenant of mortgagee or any proposed purchaser. (c) Lessee accepts this Lease subject and subordinate to any mortgage(s) now or at any time hereafter constituting a lien or charge upon the Leased Premises or the tenant of the Leased Premises of Premises; provide, however, that if any purchaser mortgagee elects to have Lessee's interest in this Lease superior to any such instrument, then by notice to Lessee from such mortgagee, chargee this Lease will be deemed superior to such lien, whether this Lease is executed before or trustee in the event of an exercise of any permitted power of sale contained in any after such mortgage. Lessee will give notice to any mortgage holder whose address shall have been furnished to it, charge or deed of trust for whenever notice is given to Lessor by Lessee hereunder, and no such notice to the then unexpired residue of Lessor will be effective against the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease mortgage holder unless also given to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Sectionmortgage holder.

Mortgages. At Borrower shall not, without the option prior written consent of Huntington, which consent may be withheld in Huntington's sole discretion, grant or permit to be created any lien, security interest or other encumbrance, other than Permitted Encumbrances, covering any of the LandlordMortgaged Property (each a "Subordinate Mortgage"). If Huntington consents to a Subordinate Mortgage or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable, this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant Subordinate Mortgage shall promptly, at no cost contain express covenants to the Landlord or mortgagee, chargee or trusteeeffect that: (a) attorn the lien of the Subordinate Mortgage and all instruments incorporated therein by reference is and always shall be unconditionally subordinate to such mortgageethe lien of the Mortgage and to all advances made pursuant to, chargee and sums secured by, the Mortgage, and the Mortgage and all instruments incorporated herein by reference may be renewed, extended, restructured, modified, increased or trustee and become its reinstated at any time without giving notice to or obtaining the consent of the Subordinate Mortgage holder; (b) if any action shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of the Leased Premises or the tenant any of the Leased Premises Leases shall be named as a party defendant and no action shall be taken which would terminate any occupancy or tenancy without the prior written consent of any purchaser from such mortgagee, chargee or trustee Huntington; (c) in the event of an exercise any conflict between the covenants and agreements of the Mortgage and the Subordinate Mortgage, the covenants and agreements of the Mortgage shall prevail; (d) Rents, if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the payment of the Indebtedness and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Huntington may determine, prior to being applied to any indebtedness secured by the Subordinate Mortgage; (e) a copy of any permitted power notice of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement Subordinate Mortgage and subordination shall extend written notice and opportunity to all renewals, modifications, consolidations, replacements and extension cure of not less than thirty (30) days prior to the commencement of any such mortgageaction to foreclose or otherwise enforce the Subordinate Mortgage shall be given to Huntington; and (f) the holder of the Subordinate Mortgage shall acknowledge the existence of the Indebtedness secured hereby and further acknowledge that the lien of the Mortgage shall at all times be and remain superior and prior to the lien of the Subordinate Mortgage to the extent of the entire Indebtedness secured hereby, charge or deed notwithstanding any change in the variable rate of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this Sectioninterest being charged under the Note.

Mortgages. At the option of the Landlord, Tenant accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in part, or the Lands, improvements situated thereon or the Building whether Building, provided, however, that if the mortgagee, trustee or not holder of any such mortgage, charge mortgage or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at elects to have Tenant's interest in this Lease superior to any time and such instrument, then by notice to Tenant from time to time of the Landlord or of the such mortgagee, chargee trustee or trustee under any holder, this Lease shall be deemed superior to such mortgagelien, charge whether this Lease was executed before or after said mortgage or deed of trust, the Tenant shall promptly. Tenant, at no cost any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and subordinating this Lease to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises lien of any purchaser from such mortgageemortgage; provided that (i) such instruments, chargee releases or trustee other documents shall contain a written agreement that, in the event of an exercise a foreclosure sale or conveyance in lieu of any permitted power of sale contained in any such mortgageforeclosure, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises purchaser at foreclosure shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed not disturb Tenant's possession of the Leased Premises as and shall recognize Tenant's rights under the Lease so long as it Tenant is not in default under the Lease (or the holder of such mortgage has delivered such non-disturbance agreement to Tenant in a separate instrument), (ii) such instruments, releases or other documents shall not modify the terms of the Lease or increase Tenant's obligations or liabilities under the Lease and (iii) so long as Landlord is not in default under such Mortgage and Tenant is not in default under the Lease, such instrument will provide that insurance proceeds will be applied to restoration of the Premises as required under this Lease. Any such attornment Tenant shall not terminate this Lease or postponement and subordination shall extend pursue any other remedy available to all renewalsTenant hereunder for any default on the part of Landlord without first giving written notice by certified or registered mail, modificationsreturn receipt requested, consolidationsto any mortgagee, replacements and extension trustee or holder of any such mortgage, charge mortgage or deed of trust trust, the name and every instrument supplemental post office address of which Tenant has received written notice, specifying the default in reasonable detail and affording such mortgagee, trustee or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments holder the same opportunity given to Landlord hereunder to make performance, at its election, for and on behalf of attornment or postponement and subordination which may be so requested to give effect to this SectionLandlord.

Mortgages. At the option of the Landlord, Tenant hereby agrees that this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptlymortgage or other security instrument (each, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgageea “Mortgage”), or trustee, express any master lease or implied, to the making of this primary lease (each a “Primary Lease”), provided that now or hereafter covers the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions thereof and to each advance made or hereafter to be made thereunder, provided the holder of such Mortgage or the lessor under such Primary Lease (and any of their respective successors) (collectively, “Landlord’s Mortgagee”) delivers to Tenant a Non-disturbance Agreement in a form reasonably acceptable to the Tenant whereby the Landlord’s Mortgagee agrees not to disturb Tenant’s possession of the Premises so long as Tenant is not in default under this Lease and further agrees to continue to recognize the interest of Tenant under this Lease and that this Lease will continue with the same force and effect, without the necessity of executing any new or amended lease, as if such holder or lessor (or its successor) had entered into a lease on the same terms and conditions as those contained in this Lease. In confirmation of such subordination, Tenant shall, at Landlord’s request, execute promptly any appropriate certificate or instrument that Landlord may request. In the event of the enforcement by the Landlord’s Mortgagee of the remedies provided for by law or by any such Mortgage or Primary Lease, Tenant will, upon request of any person or party succeeding to the interest of said trustee, beneficiary or landlord as a result of such mortgageenforcement, charge automatically become the tenant of, and attorn to, such successor in interest without change in the terms or deed provisions of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this SectionLease.

Mortgages. At the option of the Landlord, Tenant accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in partPremises, or the Landsimprovements situated thereon, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at the Land, and to any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all rightincreases, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions of such mortgages and deeds of trust; provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien whether this Lease was executed before or after said mortgage or deed of trust. The provisions of this Paragraph 20. shall be self-operative, and no further instrument shall be required to effect such subordination of this Lease. Tenant shall however, at any time hereafter, within ten (10) days after demand, execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage. If Tenant fails to execute the same within such ten (10) day period, charge or Landlord is hereby authorized to execute the same as attorney-in-fact for Tenant. Tenant agrees to attorn upon demand to any mortgagee, trustee under a deed of trust and every instrument supplemental or ancillary thereto purchaser at a foreclosure sale or in implementation thereoftrustee's sale as Landlord under this Lease. The agreement of Tenant to attorn upon demand contained in the immediately preceding sentence shall survive any such foreclosure sale or trustee's sale. Tenant shall forthwith execute upon demand at any time or times, before or after any such foreclosure sale or trustee's sale, execute, acknowledge and deliver to any mortgagee, trustee under a deed of trust or purchaser at a foreclosure sale or Landlord [INITIALS] --------------- Tenant [INITIALS] --------------- trustee's sale any and all instruments and certificates that in the judgment of attornment or postponement and subordination which such party may be so requested necessary or proper to give effect confirm or evidence such attornment, and Tenant hereby irrevocably appoints any such mortgagee, trustee under a deed of trust or purchaser at a foreclosure sale or trustee's sale as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Landlord shall use reasonable efforts upon request of Tenant to this Sectionobtain a non-disturbance agreement from Landlord's lender on Landlord's lender's standard form.

Mortgages. At Contemporaneously with the option execution of this Lease, Tenant and Landlord shall execute and acknowledge, and Landlord shall exercise commercially reasonable efforts to obtain from the Landlordexisting Mortgagee (as defined in this Article XXI), an SNDA on the existing Mortgagee’s form attached as Exhibit L and incorporated herein (“Existing Mortgage SNDA”). Subject to the terms of a fully executed SNDA, this Lease shall be is subject and subordinate to any future ground or underlying leases (each a “Ground Lease”) and all mortgages, charges and deeds of trust, which may now or at to any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgageesecurity interest, or trusteetitle retention interest now or hereafter affecting the Land, express Building or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement Project (each a “Mortgage”) and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions thereof. This subordination shall be self-operative; however, in confirmation thereof, Tenant shall, within 10 days of receipt thereof, execute any instrument that Landlord, or any ground lessor under a Ground Lease (“Ground Lessor”) or any holder of any note or obligation secured by Mortgage (“Mortgagee”) may request confirming such mortgagesubordination or Tenant’s attornment to such Ground Lessor or purchaser of Landlord’s interest under this Lease, charge as applicable, and providing, among other things, that so long as there is no Event of Default hereunder, Tenant’s use and occupancy of the Premises and its rights under this Lease shall not be disturbed or affected following, as applicable the termination of such Ground Lease or by any foreclosure or other action (or by the delivery or acceptance of a deed of trust and every instrument supplemental or ancillary thereto other conveyance or transfer in implementation lieu thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination ) which may be so requested instituted or undertaken in order to give effect enforce any right or remedy available under the Mortgage (“SNDA”). Notwithstanding the foregoing, before any foreclosure sale under a Mortgage or termination of a Ground Lease, subject to the terms of any applicable SNDA, the Mortgagee or Ground Lessor, as applicable, shall have the right to subordinate the Mortgage or Ground Lease, as applicable, to this SectionLease, in which case, in the event of such foreclosure or termination, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its landlord, as applicable, the Ground Lessor or the purchaser at foreclosure of Landlord’s interest under this Lease.

Mortgages. At 21.1 Landlord will provide Tenant with an SNDAA (defined below) from all lenders and ground lessors having an interest in the option Premises promptly following the execution of the Landlord, this Lease. This Lease and all of Tenant's rights hereunder shall be subject and subordinate at all times to any and all mortgages, charges and deeds deed of trust, mortgage or ground lease which may now or at any time hereafter affect the Leased Premises in whole or in partPremises, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions thereof (collectively, "SECURITY DOCUMENTS"). Subject to the terms of this Paragraph 21.1, such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such mortgagesubordination. If any such Security Document is foreclosed or terminated, charge or deed as applicable, at the election of trust Landlord's successor in interest, Tenant agrees, for the benefit of such successor in interest, to attorn to such successor in interest and every instrument supplemental or ancillary thereto become its tenant on the terms and conditions of this Lease for the remainder of the Term, and if required, to enter into a new lease with such successor in interest in the form of this Lease; provided, however, that Tenant's agreement hereunder to (a) subordinate its interest hereunder to the lien of any Security Document and (B) to attorn to and recognize as the landlord hereunder, the Holder of such Security Document is conditioned upon the delivery to Tenant of a subordination, non-disturbance, and attornment agreement (each, an "SNDAA") in favor Tenant (on each such Holder's standard form of SNDAA (or in implementation thereofany other commercially reasonable form)). The Landlord or any Holder shall have the right to subordinate or cause to be subordinated any such Security Document to this Lease and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Premises by reason of any termination or foreclosure of any Security Document, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. At the request of Landlord or the holder ("HOLDER") of any Security Document, Tenant shall, within ten (10) business days, execute, acknowledge and deliver promptly in recordable form any commercially reasonable instrument or SNDAA that Landlord or such Holder may request. In addition, at the request of Landlord or any Holder of any Security Document and subject to reimbursement as provided above, Tenant shall, within ten (10) business days, execute, acknowledge and deliver promptly in recordable form any instrument that Landlord or such holder may request to make this Lease superior to such Security Document. 21.2 Tenant agrees to give each Holder of any Security Document, in a manner required under Paragraph 22.21, below, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing of the address of such Holder (hereafter, a "NOTIFIED PARTY"). Tenant further agrees that if Landlord shall forthwith execute any instruments of attornment have failed to cure such default within thirty (30) days after such notice to Landlord (or postponement and subordination which if such default cannot be cured or corrected within that time, then within such additional time as may be so requested necessary if Landlord has commenced such cure within such thirty (30) days and is diligently pursuing the remedies or steps necessary to give effect cure or correct such default), then prior to this SectionTenant pursuing any remedy for such default provided hereunder, at law or in equity, the Notified Party shall have an additional thirty (30) days to attempt to cure or correct such default (or if such default cannot reasonably be cured or corrected within that time, then such additional time as may be necessary if the Notified Party has commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default).

Mortgages. At the option of the Landlord, this This Lease shall be is subject and subordinate to all ground or underlying leases (each a “Ground Lease”) and to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgageesecurity interest, or trusteetitle retention interest now or hereafter affecting the Land, express Building or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement Project (each a “Mortgage”) and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions thereof. This subordination shall be self-operative; however, in confirmation thereof, Tenant shall, within 10 days of receipt thereof, execute any instrument that Landlord, any ground lessor under a Ground Lease (“Ground Lessor”) or any holder of any note or obligation secured by a Mortgage (the “Mortgagee”) may request confirming such mortgagesubordination. Notwithstanding the foregoing, charge before any foreclosure sale under a Mortgage or deed termination of trust a Ground Lease, the Mortgagee or Ground Lessor, as applicable, shall have the right to subordinate the Mortgage or Ground Lease, as applicable, to this Lease, in which case, in the event of such foreclosure or termination, this Lease may continue in full force and every instrument supplemental or ancillary thereto or in implementation thereof. The effect and Tenant shall forthwith execute attorn to and recognize as its landlord, as applicable, the Ground Lessor or the purchaser at foreclosure of Landlord’s interest under this Lease. Tenant shall, upon the request of a Mortgagee, Ground Lessor or purchaser at foreclosure, execute, acknowledge and deliver any instruments instrument that has for its purpose and effect the subordination of any Ground Lease or the lien of any Mortgage to this Lease or Tenant’s attornment to such Ground Lessor or postponement purchaser of Landlord’s interest under this Lease, as applicable; provided that such instrument contains a commercially reasonable non-disturbance agreement providing, among other things, that so long as an Event of Default does not exist under this Lease, Tenant’s use and subordination occupancy of the Premises and its rights under this Lease shall not be disturbed or affected by the termination of such Ground Lease prior to the expiration or termination of this Lease or by any foreclosure or other action (or by the delivery or acceptance of a deed or other conveyance or transfer in lieu thereof) which may be so requested instituted or undertaken in order to give effect to this Sectionenforce any right or remedy available under the Ground Lease or Mortgage.

Mortgages. At the option of the Landlord, this 12.1 This Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust, which may mortgage now or at any time hereafter affect on the Leased Premises in whole entire property and to each advance made or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee be made under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee mortgage and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements replacements, and extension extensions thereof and all substitutions therefor. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, LESSEE shall execute and deliver promptly any certificate that LESSOR or any mortgagee may request. In the event that any mortgagee or respective successor in title shall succeed to the interest of LESSOR, then, at the option of such mortgagemortgagee or successor, charge this Lease shall nevertheless continue in full force and effect and LESSEE shall and does hereby agree to attorn to such mortgagee or deed successor and to recognize such mortgagee or successor as its LESSOR. Any such mortgagee may subordinate its mortgage or encumbrance to this Lease, without LESSEE's consent, by notice in writing to LESSEE, and thereupon this Lease shall be deemed prior in lien to such mortgage or encumbrance without regard to their respective dates of trust execution and every instrument supplemental or ancillary thereto or delivery, and such mortgagee shall have the same rights with respect to this Lease as though it had been executed and delivered prior to the execution and delivery of the mortgage and had been assigned to such mortgagee. 12.2 Notwithstanding the provisions of Section 12.1 herein, this Lease shall not be subordinated to any subsequent hereto mortgage as provided therein, unless and until the mortgagee shall have delivered to LESSEE a standard form mortgage non-disturbance agreement which provides that such mortgagee shall not disturb LESSEE's tenancy hereunder if and so long as LESSEE shall not be in implementation thereof. The Tenant shall forthwith execute any instruments default under the Terms of attornment or postponement and subordination which this Lease. 12.3 Subject to the provisions of Section 12.2 herein, LESSEE agrees, from time to time as may be so requested by LESSOR, to execute, acknowledge, and deliver to LESSOR all or any of the following documents: an agreement to recognize and attorn to any mortgagee or party holding a similar encumbrance now or hereafter placed on The Premises or any part thereof; agreement certifying to such a party as LESSOR may designate, including any mortgagee, that this Lease is in full force and effect and unmodified and that LESSEE has no defense, off-sets or counterclaim hereunder or otherwise against LESSOR, with respect to this Lease or The Premises (or if such not be the case, specifying in reasonable detail the extent and nature thereof) and the date to which Rent has been paid; and any other instrument as may be reasonably requested to give effect be executed by LESSEE by any mortgagee of The Premises or any part thereof. 12.4 LESSOR reserves the right to assign, without notice, this SectionLease as additional security for and under any and all construction and/or permanent financing accommodations for construction of The Premises.

Mortgages. At the option of the Landlord, this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, Lands or the Building in whole or in part, whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well, provided that, in each such case, any party being the beneficiary of any such encumbrance, grants to the Tenant a non-disturbance agreement agreeing that the interest of the Tenant pursuant to this Lease shall not be disturbed so long as the Tenant performs the covenants set forth in this Lease. The Tenant may register any such non-disturbance agreement or notice thereof. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; , and/or (b) subject to the proviso set forth above, postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, mortgage charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, chargee or trustee, express or implied, to the making of this Lease), provided . Provided that this Lease and the applicable mortgagee, chargee or trustee thereunder has agreed in writing with Tenant's rights hereunder shall continue undisturbed while the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default despite default under the Leaseany such mortgage, charge or deed of trust. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which may be so requested to give effect to this SectionArticle.

Mortgages. At Contemporaneously with the option execution of this Lease, Tenant and Landlord shall execute and acknowledge, and Landlord shall exercise commercially reasonable efforts to obtain from the Landlordexisting Mortgagee (as defined in this Article XXI), an SNDA on the existing Mortgagee's form attached as Exhibit J and incorporated herein (“Existing Mortgage SNDA”). Subject to the terms of a fully executed SNDA, this Lease shall be is subject and subordinate to any future ground or underlying leases (each a “Ground Lease”) and all mortgages, charges and deeds of trust, which may now or at to any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, the Tenant shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgageesecurity interest, or trusteetitle retention interest now or hereafter affecting the Land, express Building or implied, to the making of this Lease), provided that the applicable mortgagee, chargee or trustee thereunder has agreed in writing with the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement Project (each a “Mortgage”) and subordination shall extend to all renewals, modifications, consolidations, replacements and extension extensions thereof. This subordination shall be self-operative; however, in confirmation thereof, Tenant shall, within 10 business days of receipt thereof, execute any commercially reasonable instrument (“SNDA”) that Landlord, any ground lessor under a Ground Lease (“Ground Lessor”) or any holder of any note or obligation secured by a Mortgage (“Mortgagee”) may request confirming such mortgagesubordination or Tenant’s attornment to such Ground Lessor or purchaser of Landlord’s interest under this Lease, charge as applicable, and providing, among other things, that so long as there is no Event of Default hereunder, Tenant’s use and occupancy of the Premises and its rights under this Lease shall not be disturbed or affected following, as applicable, the termination of such Ground Lease or by any foreclosure or other action (or by the delivery or acceptance of a deed of trust and every instrument supplemental or ancillary thereto other conveyance or transfer in implementation lieu thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination ) which may be so requested instituted or undertaken in order to give effect enforce any right or remedy available under the Mortgage. Notwithstanding the foregoing, before any foreclosure sale under a Mortgage or termination of a Ground Lease, subject to the terms of any applicable SNDA, the Mortgagee or Ground Lessor, as applicable, shall have the right to subordinate the Mortgage or Ground Lease, as applicable, to this SectionLease, in which case, in the event of such foreclosure or termination, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its landlord, as applicable, the Ground Lessor or the purchaser at foreclosure of Landlord’s interest under this Lease.

Mortgages. At the option of the Landlord, A. Lessee accepts this Lease shall be subject and subordinate to any and all mortgages, charges and mortgages and/or deeds of trust, which may trust now or at any time hereafter affect constituting a lien or charge upon the Leased Premises in whole or in partthe Improvements; provided, however, that if the mortgagee, trustee, or the Lands, or the Building whether or not holder of any such mortgage, charge mortgage or deed of trust affects only the Leased Premises or the Lands or the Building or affects other premises as well. On request at elects to have Lessee's interest in this Lease superior to any time and such instrument, then by notice to Lessee from time to time of the Landlord or of the such mortgagee, chargee trustee or trustee under any holder, this Lease shall be deemed superior to such mortgagelien, charge whether this Lease was executed before or after said mortgage or deed of trust. In the event any mortgage and/or deed of trust is filed against the Premises, the Tenant Lessor shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee: (a) attorn to cause such mortgagee, chargee trustee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises holder of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or (b) postpone and subordinate this Lease to such mortgage, charge mortgage or deed of trust to the intent that this Lease execute a subordination and all right, title and interest of the Tenant in the Leased Premises non-disturbance agreement which Lessee shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease)execute, provided that Lessee shall agree to attornment provisions and other commercially reasonable terms, as Lessor's mortgagee may require in connection with such agreement. Lessee, at any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee for the applicable mortgagee, chargee or trustee thereunder has agreed in writing with purpose of subjecting and subordinating this Lease to the Tenant that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in default under the Lease. Any such attornment or postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and extension lien of any such mortgage. B. At any time when the holder of an outstanding mortgage, charge or deed of trust or other lien covering Lessor s interest in the Premises has given Lessee written notice of its interest in this Lease, Lessee may not exercise any remedies for default by Lessor hereunder unless and every instrument supplemental until the holder of the indebtedness secured by such mortgage, deed of trust or ancillary thereto or in implementation thereofother lien shall have received written notice of such default and the same time period afforded Lessor to cure such default shall thereafter have elapsed without the default having been cured. The Tenant shall forthwith execute any instruments of attornment or postponement and subordination which Opportunity to cure extended to Lessor's mortgagee may be so requested coincident with the cure period referred to give effect to this Sectionparagraph 19G for defaults by Lessor.