Common use of Rights of Mortgagees or Ground Lessor Clause in Contracts

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "Superior Lessor"; and any mortgage to which this Lease is subject and subordinate, is herein called "Superior Mortgage" and the holder of a Superior Mortgage is herein called "Superior Mortgagee". If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed Rent, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, underlying leases of the Property and to all renewals, extensions, modifications and replacements thereof, and to all mortgages, deeds of trust or similar encumbrances which may now or hereafter affect the Building or the Property and/or any such leaseProperty, whether or not such mortgages or other encumbrances shall also cover other lands and/or buildings and/or leasesbuildings, and to each and every advance made or hereafter to be made under such mortgagesmortgages and other encumbrances, and to all renewals, modifications, replacements replacements, extensions and extensions consolidations of such leases and such mortgages and all consolidations of such mortgagesother encumbrances. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or other encumbrance or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is is, at the time referred to, subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, interest at the time referred to, is herein called "“Superior Lessor"”; and any mortgage or other encumbrance to which this Lease is is, at the time referred to, subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage Mortgage, or its successor in interest at the time referred to, is herein called "“Superior Mortgagee". .” If any Superior Lessor or Superior Mortgagee or Mortgagee, shall so elect, this Lease and the nominee or designee rights of any Superior Lessor or Superior Mortgagee Tenant hereunder, shall succeed be superior in right to the rights of Landlord under this Leasesuch holder, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at with the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full same force and effect as if this Lease had been executed, delivered and recorded, or a direct lease between statutory notice hereof recorded, prior to the Successor execution, delivery and recording of any such Superior Mortgage. The election of any such Superior Mortgagee shall become effective upon either notice from such Superior Mortgagee to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument in which the Superior Mortgagee subordinates its rights under such Superior Mortgage to this Lease. Concurrently with the full execution and Tenant upon all delivery of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way deliver to Tenant for and Tenant shall promptly execute, acknowledge and deliver the subordination, non-disturbance and attornment agreement from the current Superior Mortgagee (“SNDA”) attached hereto as Exhibit G. As to any act future Superior Mortgage or omission, neglect or default on the part of Landlord under this Superior Lease, (b) responsible for any monies owing by Landlord shall obtain from such Superior Mortgagee or on deposit with Landlord Superior Lessor an SNDA substantially comparable to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed Rent, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, form attached hereto as aforesaid.Exhibit G.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, including, without limitation, the Xxxxxxxxx, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master leaselease (including the "GROUND LEASE"), and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination; provided, however, that such subordination shall include non-disturbance covenants in favor of Tenant by any Superior Lessor or Superior Mortgagee (as those terms are hereinafter defined), and is signed on behalf of such Superior Lessor or Superior Mortgagee. Any lease to which this Lease is subject and subordinate is herein called "Superior LeaseSUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "Superior LessorSUPERIOR LESSOR"; and any mortgage to which this Lease is subject and subordinate, is herein called "Superior MortgageSUPERIOR MORTGAGE" and the holder of a Superior Mortgage is herein called "Superior MortgageeSUPERIOR MORTGAGEE". If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor LandlordSUCCESSOR LANDLORD") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this LeaseLease (including Subsection 10.2), except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord's interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises 221 ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, {B2323618; 13} replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative self‑operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (but nothing herein shall relieve a Successor Landlord from the obligation to remedy defaults in the performance of Landlord’s maintenance, repair or service obligations which continue after such Successor Landlord shall have succeeded to the rights of Landlord under this Lease), (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, including, without limitation, the Xxxxxxxxx, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be be: (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Fixed’ Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, underlying leases of the Property and to all renewals, extensions, modifications and replacements thereof, and to all mortgages, deeds of trust or similar encumbrances which may now or hereafter affect the Building or the Property and/or any such leaseProperty, whether ACTIVE/91437610.6 or not such mortgages or other encumbrances shall also cover other lands and/or buildings and/or leasesbuildings, and to each and every advance made or hereafter to be made under such mortgagesmortgages and other encumbrances, and to all renewals, modifications, replacements replacements, extensions and extensions consolidations of such leases and such mortgages and all consolidations of such mortgagesother encumbrances. This Section shall be self-self operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or other encumbrance or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is is, at the time referred to, subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, interest at the time referred to, is herein called "“Superior Lessor"”; and any mortgage or other encumbrance to which this Lease is is, at the time referred to, subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage Mortgage, or its successor in interest at the time referred to, is herein called "“Superior Mortgagee". .” If any Superior Lessor or Superior Mortgagee or Mortgagee, shall so elect, this Lease and the nominee or designee rights of any Superior Lessor or Superior Mortgagee Tenant hereunder, shall succeed be superior in right to the rights of Landlord under this Leasesuch holder, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at with the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full same force and effect as if this Lease had been executed, delivered and recorded, or a direct lease between statutory notice hereof recorded, prior to the Successor execution, delivery and recording of any such Superior Mortgage. The election of any such Superior Mortgagee shall become effective upon either notice from such Superior Mortgagee to Tenant in the same fashion as notices from Landlord and to Tenant upon all are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument in which the terms, conditions and covenants as are set forth in Superior Mortgagee subordinates its rights under such Superior Mortgage to this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed Rent, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"; and any ”. Any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"Mort ag&gee”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed Rent, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid.”)

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "Superior LeaseSUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "Superior LessorSUPERIOR LESSOR"; and any mortgage to which this Lease is subject and subordinate, is herein called "Superior MortgageSUPERIOR MORTGAGE" and the holder of a Superior Mortgage is herein called "Superior MortgageeSUPERIOR MORTGAGEE". If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor LandlordSUCCESSOR LANDLORD") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord's interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications to any and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. Notwithstanding the foregoing to the contrary, any Superior Lessor or Superior Mortgagee may, at its option, subordinate the Superior Lease or Superior Mortgage of which it is the lessor or holder to this Lease by giving Tenant ten (10) days prior written notice of such election, whereupon this Lease shall, irrespective of dates of execution, delivery and recording, be superior to such Superior Lease or Superior Mortgage and no other documentation shall be necessary to effect such change. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwiseotherwise (except pursuant to the last sentence of the preceding paragraph), then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications to any and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any commercially reasonable instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"; and any ”. Any mortgage to which this Lease is subject and subordinate, subordinate is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. Notwithstanding the foregoing to the contrary, any Superior Lessor or Superior Mortgagee may, at its option, subordinate the Superior Lease or Superior Mortgage of which it is the lessor or holder to this Lease by giving Tenant ten (10) days prior written notice of such election, whereupon this Lease shall, irrespective of dates of execution, delivery and recording, be superior to such Superior Lease or Superior Mortgage and no other documentation shall be necessary to effect such change. As of the date hereof, there is no Superior Mortgage. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwiseotherwise (except pursuant to the last sentence of the preceding paragraph), then at the written request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any commercially reasonable instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, and Tenant’s possession and this Lease shall not be disturbed so long as Tenant is not in default beyond any applicable notice and cure periods, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this LeaseLease except for curing any continuing repair and maintenance defaults and that Successor Landlord shall be required to perform all obligations of Landlord under this Lease attributable to any period after Successor Landlord succeeds to the interest of Landlord, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at except to the time of extent such attornment there shall remain any amounts remaining monies are actually delivered to be paid to Tenant pursuant to Section 3.6 and such the Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentLandlord, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for liable to Tenant beyond the performance of any work to be done by Landlord under this Lease to render Successor Landlord’s interest in the Premises ready for occupancy by the TenantProperty, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable commercially reasonable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property Premises and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at except for any cash Security Deposit to the time of such attornment there shall remain any amounts remaining extent the same has been delivered to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentLandlord, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Premises, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, underlying leases of the Property and to all renewals, extensions, modifications and replacements thereof, and to all mortgages, deeds of trust or similar encumbrances which may now or hereafter affect the Building or the Property and/or any such leaseProperty, whether or not such mortgages or other encumbrances shall also cover other lands and/or buildings and/or leasesbuildings, and to each and every advance made or hereafter to be made under such mortgagesmortgages and other encumbrances, and to all renewals, modifications, replacements replacements, extensions and extensions consolidations of such leases and such mortgages and all consolidations of such mortgagesother encumbrances. This Section shall be self-self operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or other encumbrance or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is is, at the time referred to, subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, interest at the time referred to, is herein called "“Superior Lessor"”; and any mortgage or other encumbrance to which this Lease is is, at the time referred to, subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage Mortgage, or its successor in interest at the time referred to, is herein called "“Superior Mortgagee". .” If any Superior Lessor or Superior Mortgagee or Mortgagee, shall so elect, this Lease and the nominee or designee rights of any Superior Lessor or Superior Mortgagee Tenant hereunder, shall succeed be superior in right to the rights of Landlord under this Leasesuch holder, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at with the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full same force and effect as if this Lease had been executed, delivered and recorded, or a direct lease between statutory notice hereof recorded, prior to the Successor execution, delivery and recording of any such Superior Mortgage. The election of any such Superior Mortgagee shall become effective upon either notice from such Superior Mortgagee to Tenant in the same fashion as notices from Landlord and to Tenant upon all are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument in which the terms, conditions and covenants as are set forth in Superior Mortgagee subordinates its rights under such Superior Mortgage to this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed Rent, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This At the election of any Superior Lessor or Superior Mortgagee as hereinafter defined, and subject to the conditions set forth in the following paragraph, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, but subject to the condition set forth below, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If Tenant’s subordination of its leasehold interest under this Lease to any Superior Lessor or Superior Mortgagee shall be subject to and conditioned upon such Superior Lessor or Superior Mortgagee or the nominee designee thereof or designee of successor thereto (“Successor Landlord”) entering into an agreement with Tenant on such Successor Landlord’s commercially reasonable form or otherwise on a form containing commercially reasonable terms and conditions required by institutional lenders having loans secured by like properties which provides in substance that if any Superior Lessor or Superior Mortgagee such Successor Landlord shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 Lease and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed Rent, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the recognize Tenant, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord’s leasehold interest and possessory rights hereunder. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly within ten (10) business days execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination, with such commercially reasonable modifications as Tenant may request and provided that such subordination and agreement of Tenant to attorn to any Successor Landlord is conditioned upon such Successor Landlord agreeing not to disturb Tenant’s rights under this Lease so long as Tenant is not in default beyond any applicable notice and cure periods. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's attornment’s attornment and to not disturb Tenant’s rights under this Lease so long as Tenant is not in default beyond any applicable notice and cure periods, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment, in the form customarily used by such Successor Landlord with such commercially reasonable modifications as Tenant may request. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This On the condition Landlord shall perform its obligations under Section 9.3, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument in form and substance reasonably satisfactory to Tenant that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordinationsubordination provided Landlord shall have performed its obligations under Section 9.3. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee". If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed Rent, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid”.

Rights of Mortgagees or Ground Lessor. This On the condition Landlord shall perform its obligations under Section 9.3, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (but nothing herein shall relieve a Successor Landlord from the obligation to remedy defaults in the performance of Landlord’s maintenance, repair or service obligations which continue after such Successor Landlord shall have succeeded to the rights of Landlord under this Lease), (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time except for any security deposit of such attornment there shall remain any amounts remaining Tenant delivered to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentLandlord, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This On the condition Landlord shall perform its obligations under Section 9.3, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordinationsubordination provided Landlord shall have performed its obligations under Section 9.3. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such party succeeding to Landlord’s rights (“Successor Landlord Landlord”) as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord attornment subject to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 terms and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed Rent, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) responsible for the performance conditions of any work to be done nondisturbance agreement entered into between or among the parties as contemplated by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (f) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaidSection 9.3.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. GSDOCS\2096218.11 If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.

Rights of Mortgagees or Ground Lessor. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any such lease, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is subject and subordinate is herein called "“Superior Lease" ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "“Superior Lessor"”; and any mortgage to which this Lease is subject and subordinate, is herein called "“Superior Mortgage" ” and the holder of a Superior Mortgage is herein called "“Superior Mortgagee"”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's ’s rights (herein called "“Successor Landlord"”) and upon such Successor Landlord's ’s written agreement to accept Tenant's ’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's ’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant provided however if at the time of such attornment there shall remain any amounts remaining to be paid to Tenant pursuant to Section 3.6 and such Successor Landlord shall fail to make payment within thirty (30) days of invoice then such amount unpaid may be offset against Annual Fixed RentTenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (fg) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's ’s agreement to attorn, as aforesaid.