Common use of SUBORDINATION AND NON-DISTURBANCE Clause in Contracts

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lenders, within thirty ten (3010) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders Facility Lender a written agreement in a form reasonably acceptable to such holder Facility Lender whereby Lessee and such subtenants and sublessees subordinate subordinates this Lease and all of their its rights and estate hereunder (except for Lessee's purchase options as expressly provided in this Lease) to each such mortgage or deed of trust Facility Instrument that encumbers the Leased Property or any part thereof and agree agrees with each such holder Facility Lender that Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder Facility Lender simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At Tenant agrees that, upon the request from time of Landlord made in writing, Tenant will subordinate this Lease to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, First Mortgage and any and to all renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers the First Mortgagee shall enter into a written binding agreement (athe “Non-Disturbance Agreement”) consenting to this Lease with Tenant providing that for so long as Tenant is not in default hereunder beyond any applicable notice and agreeing thatcure period, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees Tenant shall not be disturbed in peaceful enjoyment its possession of the Leased Property or its rights hereunder terminated or impaired by the subleased property (as applicable) nor shall First Mortgagee, purchaser at foreclosure or other such party and that this Lease (nor the applicable subleases) shall continue in full force and effect following any foreclosure thereof or any deed given in lieu thereof, except that this Lease may nonetheless be terminated or canceled at any timepursuant to the provisions of this Lease providing for such termination, except in including without limitation pursuant to Article 17. In the event Lessee the First Mortgagee or other purchaser at foreclosure sale succeeds to the interest of Landlord under this Lease, Tenant will automatically become the tenant of and shall be deemed to have attorned to such applicable subtenant or sublessee is successor in default interest as Landlord under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under without change in the terms and or provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunderof this Lease, it will performprovided, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trusthowever, that all proceeds of the casualty insurance described such successor in Article XIV interest shall not be bound by any amendment or modification of this Lease made after Tenant enters into the Non-Disturbance Agreement without the written consent of such First Mortgagee or such successor in interest. Upon written request by such successor in interest, Tenant and all Awards described such successor shall execute and deliver an instrument or instruments whereby Tenant confirms the attornment herein provided for and in Article XV will be made available for restoration which such successor shall acknowledge its obligations and responsibilities to Tenant under the Lease and, with respect thereto, shall recognize this Lease and the tenancy hereunder of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofTenant.

SUBORDINATION AND NON-DISTURBANCE. At Subject to the request from time to time by one or more holders terms of a mortgage or deed of trust this paragraph, Landlord and Tenant agree that may hereafter be placed by Lessor upon the Leased Property or any part thereofLease is hereby made, and shall at all times continue to be, subject, subordinate and inferior in each and every respect to the Deed of Trust and to any and all renewals, replacements, modifications, consolidationsextensions, spreaders and extensions thereofsubstitutions, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees replacements and/or consolidations of the Leased Deed of Trust and to all liens, assignments and security interests created thereby. Bank hereby agrees that (a) as long as no default (after any applicable cure periods) by Tenant exists under the Lease, the Lease shall not be terminated, nor shall Tenant’s use, possession or enjoyment of the Property execute in accordance with the Lease, or any of Tenant’s rights and deliver, privileges under the Lease be diminished or interfered with nor shall any renewal or expansion options under the Lease be impaired in any foreclosure or other action or proceeding pursuant to or in connection with the Deed of Trust or in the event that Bank or any successor-in-interest thereto takes possession of any part of the Property pursuant to such holders a written agreement Deed of Trust or otherwise, and (b) Tenant shall not be joined in a form reasonably acceptable any such foreclosure or other action or proceeding, unless required by state law provisions. If any part of the Property is acquired by Bank or any successor-in-interest thereto by foreclosure or otherwise, Bank or such successor shall take title to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn subject to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance terms of the Term then remainingLease and this Agreement, subject to all and Tenant’s use, enjoyment or occupancy of the Property in accordance with the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees Lease shall not be disturbed or otherwise affected except in peaceful enjoyment accordance with the terms of the Leased Property Lease and this Agreement. As between Bank and Landlord, nothing herein contained shall be deemed or construed as limiting or restricting the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or enforcement by Bank of any of the Other Leasesterms, Lessor shall have the right to terminate this Lease covenants, provisions or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds remedies of the casualty insurance described in Article XIV Deed of this Lease and all Awards described in Article XV will be made available for restoration of Trust, whether or not consistent with the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At Subject to the request from time terms and conditions of this Paragraph 17, this Lease shall be and is hereby declared to time by one be subject and subordinate at all times to: (a) all ground leases or more holders of a underlying leases which may now exist or hereafter be executed affecting the Premises and/or the land upon which the Building and Project are situated, or both; and (b) any mortgage or deed of trust that which may hereafter now exist or be placed by Lessor upon the Leased Property Building, the Project and/or the land upon which the Building or the Project are situated, or said ground leases or underlying leases, or Landlord’s interest or estate in any part thereofof said items which is specified as security (such leases, mortgages and deeds of trust are referred to herein, collectively, as “Superior Interests”), and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from advances made upon the date security of request, Lessee shall execute and deliver and shall have all subtenants such mortgages or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed deeds of trust, all without the necessity of any further instrument executed or delivered by or on the part of Tenant for the purpose of effectuating such subordination, unless the holder of any such Superior Interest (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Superior Interest, Tenant, upon request, shall attorn to the Security Holder or foreclosure sale purchaser or any successor thereto and shall recognize such party as the case may belessor hereunder provided such Security Holder, as Lessor under this Lease for the balance of the Term then remaining, subject to purchaser or successor thereto accepts all of the terms terms, covenants and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV conditions of this Lease and all Awards described in Article XV will be made available for restoration agrees not to disturb Tenant’s occupancy so long as there is no Event of the Leased Property as and Default hereunder. Tenant agrees with Security Holder that if Security Holder or any foreclosure sale purchaser or successor thereto shall succeed to the extent required by interest of Landlord under this Lease, such Security Holder, purchaser or any successor thereto shall not be (i) liable for any action or omission of any Landlord under this Lease arising prior to such Security Holder, purchaser or successor acquiring title to and possession of the Premises, or (ii) subject only to any offsets, defenses or counterclaims which Tenant might have against any prior Landlord, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or (iv) bound by any modification or amendment of this Lease not consented to by such Security Holder, purchaser or any successor thereto. Within ten (10) Business Days after request by Landlord, Tenant covenants and agrees to execute and deliver commercially reasonable regulation regarding instruments evidencing such subordination of this Lease to any such Superior Interest, and such attornment, as may be required by Landlord or by the disbursement Security Holder of such Superior Interest. Landlord, Tenant and application thereofthe existing Security Holder shall enter into a Subordination, Non Disturbance and Attornment Agreement substantially in the Security Holder’s form as previously presented to Tenant with modifications mutually acceptable to Landlord, Tenant and the Security Holder.

SUBORDINATION AND NON-DISTURBANCE. At Subject to the request from time to time by one or more holders last sentence of a mortgage or deed of trust this Section 19, Tenant agrees that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver this Lease is and shall have all subtenants or sublessees of the Leased Property execute and deliver, be subordinate to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, rightground lease, title underlying lease or interestother prior lien (hereinafter “Prior Lien”) that may heretofore or hereafter be placed upon the Project or the Building, and all renewals, replacements and extensions thereof. If any Prior Lien holder wishes to have this Lease prior to its Prior Lien, then and in such event, upon such Prior Lxxx xxxxxx’x notifying Tenant to that effect, this Lease shall be deemed prior to the Prior Lien. If any ground lease or underlying lease terminates for any reason or any defaultmortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, expirationTenant shall, terminationnotwithstanding any subordination, foreclosure, sale, entry or other act or omission under, pursuant attorn to or affecting any and become the tenant of the foregoingsuccessor in interest to Landlord, Lessee and provided that such subtenants and sublessees shall not be disturbed successor in peaceful enjoyment interest recognizes the interest of the Leased Property or the subleased property (as applicable) nor shall Tenant under this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in if no default under this Lease then exists beyond all applicable notice and cure periods. Within fifteen (15) days of presentation, Tenant shall execute any documents which any such Prior Lien holder may require to effectuate the provisions of this Section 19. Notwithstanding anything to the contrary contained herein, Tenant’s obligation to subordinate this Lease to the holder of any Prior Lien hereafter placed upon the Project or any the Building shall be conditioned upon such Prior Lxxx xxxxxx’x executing and delivering to Tenant an agreement of subordination, non-disturbance and adornment with Tenant in commercially reasonable form reasonably designated by such Prior Lien holder and reasonably acceptable to Tenant in which the Prior Lien holder agrees not to disturb Tenant in its possession of the Other LeasesPremises. Landlord represents and warrants to Tenant that as of the date hereof, Lessor shall have the right Building and Project are not subject to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunderground lease, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereoflien.

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subject and subordinate to any first mortgage and to any junior mortgage that has been approved by the request from time to time by one or more holders of a mortgage or deed of trust first mortgagee that may now or hereafter be placed by Lessor upon the Leased Property or Building and/or the Land and to any part thereofand all advances to be made under such mortgages and to the interest thereon, and any and all renewals, replacements, modifications, consolidations, spreaders extensions and extensions consolidations thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes subordination to any future mortgages shall be conditioned upon the receipt by Tenant of a subordination, nondisturbance and delivers a written attornment agreement (a) consenting to this Lease and agreeing thatin the mortgagees' standard form for comparably sized tenants, notwithstanding any such other mortgage, deed which form shall provide that Tenant's rights of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees possession shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (so long as applicable) nor Tenant shall this Lease (nor the applicable subleases) not be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or of any of the Other Leases, Lessor shall have the right to terminate this Lease terms or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described Tenant shall attorn to any mortgagee or purchaser at a foreclosure or pursuant to a deed in Article XV will lieu thereof. Tenant agrees to execute and deliver such agreement within ten (10) business days after request by Landlord. Any mortgagee may elect to give this Lease priority to its mortgage, except that the Lease shall not have priority to (i) the prior right, claim and lien of such mortgagees in, to and upon any insurance proceeds and the disposition thereof under the mortgage; (ii) the prior right, claim and lien of such mortgagees in, to and upon any award or compensation heretofore or hereafter to be made available for restoration any taking by eminent domain of any part of the Leased Property as Premises, and to the extent required by right of disposition thereof under the mortgage; and (iii) any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of the mortgages and the execution of this Lease, subject only or any lien or judgment which may arise any time under the terms of this Lease. In the event of such election and upon notification by such mortgagee, this Lease shall be deemed prior in lien to the said mortgage. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the Subordination, Nondisturbance and Attornment Agreement attached as Exhibit E or whatever other instruments may be required by the first mortgagee or junior mortgagee to acknowledge such subordination or priority in a recordable form, and if Tenant fails to do so within ten (10) days after written demand by Landlord, which demand includes a warning stating that failure to respond within ten (10) days shall result in Landlord executing the Subordination, Nondisturbance and Attornment Agreement as Tenant's attorney-in-fact, Tenant hereby irrevocably appoints Landlord as Tenant's attorney-in-fact, in its name, place and stead to do so. Within a reasonable regulation regarding time after the disbursement Term Commencement Date, Landlord shall obtain its mortgage lender's signature on the Subordination, Non- Disturbance and application thereofAttornment Agreement attached hereto as Exhibit E following execution by Tenant at the sole cost and expense of Tenant including payment of the mortgagee's standard processing fee, which fee is currently $500.00.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, the Lessor shall obtain and deliver to the Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) the Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event that the Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) the Lessee's options to purchase the Leased Property pursuant to Articles 13, 14 and 18 of this Lease shall remain in force and effect pursuant to the terms hereof and (iii) in the event that the Lessee elects its option to purchase the Leased Property pursuant to this Lease and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by the Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon any Fee Mortgagee, the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their the Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust Fee Mortgagee and (b) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Fee Mortgage as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, the Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable from as are reasonably requested by the Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subject and subordinate to any first mortgage and to any junior mortgage that has been approved by the request from time to time by one or more holders of a mortgage or deed of trust first mortgagee that may now or hereafter be placed by Lessor upon the Leased Property or Building and/or the Land and to any part thereofand all advances to be made under such mortgages and to the interest thereon, and any and all renewals, replacements, modifications, consolidations, spreaders extensions and extensions consolidations thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate ; provided that this Lease shall only be subject and all of their rights and estate hereunder subordinate to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed if the mortgagee executes a subordination and non-disturbance agreement (in mortgagee’s standard form) whereby such mortgagee agrees that, in consideration of trust, as the case may be, as Lessor under this Lease for the balance Tenant’s subordination of the Term then remaining, subject Lease to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees mortgagee shall not be disturbed in peaceful enjoyment of disturb the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except Tenant’s leasehold interest in the event Lessee or such applicable subtenant or sublessee Premises so long as Tenant is not in default under this Lease (subject to any applicable notice and cure period). Any mortgagee may elect to give this Lease priority to its mortgage, except that the Lease shall not have priority to (i) the prior right, claim and lien of such mortgagees in, to and upon any insurance proceeds and the disposition thereof under the mortgage; (ii) the prior right, claim and lien of such mortgagees in, to and upon any award or compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and to the right of disposition thereof under the mortgage; and (iii) any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of the mortgages and the execution of this Lease, or any of the Other Leases, Lessor shall have the right to terminate this Lease lien or the applicable subleases judgment which may arise any time under the terms of this Lease. In the event of such election and provisions expressly set forth herein; (b) agreeing upon notification by such mortgagee, this Lease shall be deemed prior in lien to the said mortgage. This Article X shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver whatever commercially reasonable instruments may be required by the first mortgagee or junior mortgagee to acknowledge such subordination or priority in a recordable form. Landlord hereby represents that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds as of the casualty insurance described in Article XIV date of this Lease and all Awards described in Article XV will be made available for restoration of there is no mortgage encumbering the Leased Property as and to Building or the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofLand.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, the Lessor shall obtain and deliver to the Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) the Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event that the Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) the Lessee's options to purchase the Leased Property pursuant to Articles 13 and 14 of this Lease shall remain in force and effect pursuant to the terms hereof and (iii) in the event that the Lessee elects its option to purchase the Leased Property pursuant to Article 13 or Article 14 of this Lease and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by the Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon any Fee Mortgagee, the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their the Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust Fee Mortgagee and (b) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Fee Mortgage as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, the Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable from as are reasonably requested by the Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At Subject to the request from time terms and conditions of this Paragraph 17, this Lease shall be and is hereby declared to time by one be subject and subordinate at all times to: (a) all ground leases or more holders of a underlying leases which may now exist or hereafter be executed affecting the Premises and/or the land upon which the Building and Project are situated, or both; and (b) any mortgage or deed of trust that which may hereafter now exist or be placed by Lessor upon the Leased Property Building, the Project and/or the land upon which the Building or the Project are situated, or said ground leases or underlying leases, or Landlord’s interest or estate in any part thereofof said items which is specified as security (such leases, mortgages and deeds of trust are referred to herein, collectively, as “Superior Interests”), and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from advances made upon the date security of request, Lessee shall execute and deliver and shall have all subtenants such mortgages or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed deeds of trust, all without the necessity of any further instrument executed or delivered by or on the part of Tenant for the purpose of effectuating such subordination, unless the holder of any such Superior Interest (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Superior Interest, Tenant, upon request, shall attorn to the Security Holder or foreclosure sale purchaser or any successor thereto and shall recognize such party as the case may belessor hereunder provided such Security Holder, as Lessor under this Lease for the balance of the Term then remaining, subject to purchaser or successor thereto accepts all of the terms terms, covenants and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV conditions of this Lease and all Awards described in Article XV will be made available for restoration agrees not to disturb Tenant’s occupancy so long as there is no Event of the Leased Property as and Default hereunder. Tenant agrees with Security Holder that if Security Holder or any foreclosure sale purchaser or successor thereto shall succeed to the extent required by interest of Landlord under this Lease, such Security Holder, purchaser or any successor thereto shall not be (i) liable for any action or omission of any Landlord under this Lease arising prior to such Security Holder, purchaser or successor acquiring title to and possession of the Premises, or (ii) subject only to any offsets, defenses or counterclaims which Tenant might have against any prior Landlord, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or (iv) bound by any modification or amendment of this Lease not consented to by such Security Holder, purchaser or any successor thereto. Within ten (10) Business Days after request by Landlord, Tenant covenants and agrees to execute and deliver commercially reasonable regulation regarding instruments evidencing such subordination of this Lease to any such Superior Interest, and such attornment, as may be required by Landlord or by the disbursement Security Holder of such Superior Interest. Concurrently with the execution of this Lease, Landlord shall provide Tenant with a subordination, non-disturbance and application thereofattornment agreement (an “SNDA”) from the Security Holder existing as of the Lease Date in the Security Holder’s form of agreement, subject to commercially reasonably modifications as may be agreed upon by Tenant and Security Holder. Subordination of this Lease to any further Security Holder shall be conditioned on such Security Holder entering into a commercially reasonably SNDA.

SUBORDINATION AND NON-DISTURBANCE. At 28.1 If Tenant does not deliver to Landlord a Contingency Termination Notice (as defined in Paragraph 37.14) notwithstanding the request from time failure of Landlord to time deliver a Subordination, Non-Disturbance and Attornment Agree- ment as required in Paragraph 37.14(c), then Tenant shall have no obligation to pay Fixed Rent, Additional Rent or other charges otherwise payable under this Lease until Landlord obtains for Tenant such Subordination, Non-Disturbance and Attornment Agreement. In any event, Tenant shall have the option to terminate this Lease if such Subordination, Non-Disturbance and Attornment Agreement is not obtained with one hundred eighty (180) days after the Commencement Date. Landlord further agrees that, before it shall have the right to subject and subordinate this Lease to the lien of any mortgages or deeds of trust hereafter placed upon Landlord's interest in the Shopping Center, Landlord shall have first secured for Tenant's benefit a written Subordination, Non-Disturbance and Attornment Agreement substantially in the form set forth in Exhibit H, subject only to the addition of terms and provisions required by one the mortgagee or more holders trust deed beneficiary as are customarily found in such agreements between nationally recognized tenants and institutional lenders on the security of a first-class shopping center developments in the Northern California area. 28.2 If Landlord defaults in making payment under any mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property encumbering all or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverShopping Center the foreclosure of which will terminate Tenant's right to possession of the Premises, to such holders a written agreement or if Land- lord is in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all breach or in default of their rights and estate hereunder to each any such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustrespect, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor Tenant shall have the right but not the duty to terminate make all payments of Fixed Rent and other charges thereafter becoming due under this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Leasemortgagee or beneficiary thereunder in lieu of Landlord, subject only and payments so made shall discharge the obligation of Tenant hereunder with respect to reasonable regulation regarding the disbursement and application thereofsuch payments.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lender, within thirty ten (3010) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such ten (10) day period, to such holders Facility Lender, a written agreement in a form and content reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate Facility Lender whereby Lessee subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust Facility Instrument that encumbers the Leased Property or any part thereof and agree agrees with each such holder Facility Lender that Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Facility Instrument as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder Facility Lender simultaneously executes and delivers to Lessee a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee of a Default or such applicable subtenant or sublessee is in default under this Lease or any Event of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases Default under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. LESSOR shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement, as defined below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At the request LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time by one may encumber all or more holders part of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Leaseright-of-way; provided, however, that each such holder simultaneously executes as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non-disturbance and delivers a written attornment agreement for LESSEE's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (athe “Non-Disturbance Agreement”), and shall recognize LESSEE's right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Agreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) consenting to this Lease and agreeing agreement that, notwithstanding any such other mortgage, deed of trust, right, title if Lender or interest, its successor-in-interest or any defaultpurchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, expirationLender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, termination(2) fulfill LESSOR's obligations under the Agreement, foreclosureand (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, sale, entry LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other act or omission underreal property interest in favor of Lender, pursuant (2) agrees to or affecting any attorn to Lender if Lender becomes the owner of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.and

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, LESSOR shall obtain a Non-Disturbance Agreement, as defined below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At the request LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time by one may encumber all or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this LeaseProperty; provided, however, that each such holder simultaneously executes as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non-disturbance and delivers a written attornment agreement for LESSEE's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (athe “Non-Disturbance Agreement”), and shall recognize LESSEE's rights under this Agreement. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) consenting to this Lease and agreeing agreement that, notwithstanding any such other mortgage, deed of trust, right, title if Lender or interest, its successor-in-interest or any defaultpurchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, expirationLender or such successor-in-interest or Purchaser will honor all of the terms of the Agreement. Such Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, termination, foreclosure, sale, entry LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other act or omission underreal property interest in favor of Lender, pursuant (2) agrees to or affecting attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR's defaults, provided such cure is completed within the foregoingdeadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, Lessee LESSEE, may, at its sole option and such subtenants without obligation, cure or correct LESSOR's default and sublessees upon doing so, LESSEE shall not be disturbed in peaceful enjoyment subrogated to any and all rights, titles, liens and equities of the Leased Property holders of such mortgage or the subleased other real property (as applicable) nor interest and LESSEE shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default entitled to deduct and setoff against all rents that may otherwise become due under this Lease Agreement the sums paid by LESSEE to cure or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofcorrect such defaults.

SUBORDINATION AND NON-DISTURBANCE. At (a) This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the request from time lien of any first priority mortgage, deed to time by one secure debt, deed of trust, or more holders other instrument in the nature thereof which may now or hereafter affect Landlord's fee title to the Premises or Landlord's interest hereunder and to any modifications, renewals, consolidations, extensions, or replacements of a any of the foregoing, subject, however, in each case to the condition that the holder of the mortgage or deed of trust shall agree that may hereafter this Lease shall not be placed divested by Lessor foreclosure or other default proceedings thereunder so long as Tenant is not in default under the terms of this Lease beyond any applicable cure period set forth herein. This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee. In confirmation of such subordination, Tenant, shall, upon the Leased Property demand at any time or any part thereoftimes, execute, seal and deliver to Landlord, without expense to Landlord, any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from instruments in recordable form that may be requested by Landlord to evidence the date subordination of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each the lien of any such mortgage or mortgage, deed to secure debt, deed of trust or other instrument in the nature thereof, and each renewal, modification, consolidation, replacement, and extension thereof. In addition, Tenant shall, upon Landlord's request, at any time or times, execute, seal and deliver to Landlord without expense to Landlord, any and all instruments that encumbers may be necessary to make this Lease superior to the Leased Property lien of any such mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof, and each renewal, modification, consolidation, replacement, and extension thereof, and, if Tenant shall fail at any part time to execute, seal and deliver such instrument, Landlord in addition to any other remedies available to it in consequence thereof, may execute, seal and deliver the same as the attorney in fact of Tenant and in Tenant's name, place and stead, and Tenant hereby irrevocably makes, constitutes, and appoints Landlord, its successors and assigns, such attorney in fact for that purpose. If the holder of any mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof and agree with each such holder that Lessee and such subtenants and sublessees will shall hereafter succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new Lease, then Tenant shall attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, successor as the case may be, as Lessor Tenant's Landlord under this Lease, and shall promptly execute and deliver any instrument that may be necessary to evidence such attornment. Upon the attornment provided for herein, this Lease for the balance of the Term then remainingshall continue in full force and effect as a direct lease between such successor Landlord and Tenant, subject to all of the terms terms, covenants, and provisions conditions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; . (b) agreeing that for Landlord shall, upon Tenant's reasonable request, deliver to Tenant an agreement from the mortgagee or trustee, if any, of any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the existing mortgage or deed of trust, that all proceeds said mortgagee or trustee shall not bring action against the Tenant for the purpose of terminating Tenant's interest or estate in the casualty insurance described demised Premises, provided Tenant is not then in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofdefault.

SUBORDINATION AND NON-DISTURBANCE. (a) Concurrently with the execution and delivery of any fee mortgage entered into after the date hereof, provided that the Tenant executes and delivers an agreement of the type described in the following paragraph, Landlord shall obtain and deliver to Tenant an agreement by the holder of such fee mortgage, pursuant to which, the applicable fee mortgagee (i) consents to this Lease, and (ii) agrees that, notwithstanding the terms of the applicable fee mortgage held by such fee mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such fee mortgage, or any transfer in lieu of foreclosure, (A) Tenant's rights under this Lease shall not be disturbed so long as Tenant is not in default hereunder, nor shall this Lease be terminated or cancelled at any time, except in the event that Landlord shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (B) BCC's option to purchase the Premises shall remain in force and effect pursuant to the terms of the Master Agreement, and (C) in the event that BCC or its Affiliate elects its option to purchase the Premises and performs all of its obligations hereunder in connection with any such election, the holder of the fee mortgage shall release its fee mortgage upon payment by BCC or its Affiliate of the purchase price required under the Master Agreement. (b) At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereoffee mortgagee, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty Tenant shall (30i) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their Tenant's rights and estate hereunder to each the fee mortgage held by such mortgage or deed of trust fee mortgagee, and (ii) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees Tenant will attorn to and recognize such holder fee mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such fee mortgage or deed of trust, as the case may be, as Lessor Landlord under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, Tenant agrees to execute and provisions of this Leasedeliver such instruments in recordable form as are reasonably requested by Landlord or the applicable fee mortgagee; provided, however, that each such holder fee mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance type described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofSection 18(a) above.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, Lessor shall obtain and deliver to Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or cancelled at any time, except in the event that Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) Lessee's option to purchase the Leased Property shall remain in force and effect pursuant to the terms hereof and (iii) in the event that Lessee elects its option to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of requestFee Mortgagee, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust that encumbers the Leased Property or any part thereof Fee Mortgagee and (b) agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, Fee Mortgage as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable from as are reasonably requested by Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At 11.01 This Lease is and will at all times be subject and subordinate to (i) the request from time lien of any mortgage(s) on or affecting the Building or any part thereof, at the date hereof, and (ii) subject to time by one or more holders the provisions of a mortgage or deed of trust that may Section 11.02, any mortgage(s) hereafter be placed by Lessor upon made affecting the Leased Property Building or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and replacements, or extensions thereof, within thirty (30) days from irrespective of the date time of recording such mortgage(s). The provisions of this subordination shall be automatic and no further instrument of subordination will be necessary, but in confirmation of this subordination Tenant will, at Landlord's request, Lessee shall execute and deliver such further instruments as may be required by the holder(s) of said mortgage(s). 11.02 The subordination to any mortgage(s) hereafter made is expressly conditioned upon Landlord using reasonable efforts to cause any such mortgagee(s) to execute and shall have all subtenants or sublessees deliver to Tenant an agreement, in form for recording, pursuant to which such mortgagee(s) agrees that the leasehold estate granted to Tenant hereunder and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Leased Property execute and deliverDemised Premises will not be terminated, modified, affected or disturbed by any action which such mortgagee may take to such holders foreclose its mortgage or to enforce its rights or remedies, nor will Tenant be named a written agreement defendant in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate any foreclosure action, as long as no event of default has occurred under this Lease (other than events of default theretofore cured or in the process of being cured as permitted by the provisions of Article 8 hereof) and as long as Tenant pays the Fixed Rent and all of their rights Additional Rent due and estate performs its obligations hereunder to each such mortgage within the applicable grace periods and without offsets or deed of trust that encumbers the Leased Property defenses thereto, except as otherwise herein expressly set forth. 11.03 If any mortgagee or any part thereof and agree with each other person claiming by or through any mortgagee, or by or through any foreclosure proceeding or sale in lieu of foreclosure, succeeds to the rights of Landlord under this Lease, Tenant will, at the request of such holder that Lessee and such subtenants and sublessees will successor or at Landlord's request, attorn to and recognize such holder or successor as the purchaser landlord (the "Successor Landlord") of Tenant under this Lease, and Tenant will promptly execute, acknowledge and deliver at any foreclosure sale or time any sale under a power of sale contained in any instruments requested by such mortgage or deed of trustperson to evidence such attornment and/or confirm Tenant's agreement to attorn. Upon such attornment, as the case may be, as Lessor under this Lease for the balance of the Term then remainingwill continue as a direct lease from such Successor Landlord to Tenant, upon and subject to all of the terms and provisions of this Lease; providedLease for the remainder of the Term, however, except that each such holder simultaneously executes and delivers a written agreement the Successor Landlord will not be: (a) consenting to this Lease and agreeing that, notwithstanding liable for any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other previous act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default Landlord under this Lease or the return of any of the Other Leases, Lessor shall have the right security deposit unless physically delivered to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth hereinSuccessor-Landlord; (b) agreeing that subject to any offset, defense or counterclaim not expressly provided for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or thereinin this Lease which has theretofore accrued to Tenant against Landlord; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV bound by (i) any modification of this Lease and all Awards described in Article XV will be made available for restoration after the date of such mortgage, (ii) any prepayment of more than one (1) month's Fixed Rent or Additional Rent, or (iii) any assignment, surrender, termination, cancellation, waiver, release, amendment or modification of the Leased Property as and Lease, unless same has been expressly approved in writing by the holder of such mortgage through or by reason of which the Successor Landlord shall have succeeded to the extent required by rights of Landlord under this Lease; (d) bound by any security deposit which Tenant may have paid to any prior landlord, subject only unless such deposit is in an escrow fund available to reasonable regulation regarding mortgagee, or actually received by Mortgagee; (e) bound by any provision in the disbursement Lease which obligates the landlord to erect or complete any building or to perform any construction work or to make any improvements to the Demised Premises or to expand or rehabilitate any existing improvements or to restore any improvements following any casualty or taking; (f) bound by any notice of termination given by Landlord to Tenant without Mortgagee's written consent thereto; or (g) personally liable under the Lease and application thereofthe Successor Landlord's liability under the Lease shall be limited to its ownership interest in the Demised Premises. Tenant will further agree with any Mortgagee that Tenant will not voluntarily subordinate the Lease to any lien or encumbrance without such Mortgagee's prior written consent.

SUBORDINATION AND NON-DISTURBANCE. At Subject to the request from time to time by one or more holders provisions of a mortgage or deed this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereofLandlord, subject, subordinate, and inferior to the lien and estate of any liens, trust deeds, and encumbrances ("Mortgages"), and all renewals, replacementsextensions, modifications, consolidations, spreaders and extensions or replacements thereof, within thirty (30) days from now or hereafter imposed by Landlord upon the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this LeasePremises; provided, however, that each such holder simultaneously executes this Lease shall not be subordinate to any Mortgage arising after the date of this Lease, or any renewal, extension, or replacement thereof, unless and delivers a written until Landlord provides Tenant with an agreement (a) consenting "Non-Disturbance Agreement"), signed and acknowledged by each holder of any such interest, setting forth that, so long as Tenant is not in default hereunder, Landlord's and Tenant's rights and obligations hereunder shall remain in force and Tenant's right to possession shall be upheld. If any mortgagee, trustee or ground lessor shall elect to subordinate the lien of its mortgage, deed of trust or ground lease to this Lease, and shall give written notice thereof to Tenant, then this Lease and agreeing that, notwithstanding any shall be deemed prior to such other mortgage, deed of trust, rightor ground lease whether this Lease is dated prior or subsequent to the date of said mortgage, title deed of trust or interestground lease or the date of recording thereof. The Non-Disturbance Agreement may contain such additional provisions regarding nondisturbance, or subordination and attornment as are customarily requested by secured lenders with liens encumbering real property security similar to the Premises. Tenant shall, within ten (10) days following a request by Landlord, execute, acknowledge and deliver the Non-Disturbance Agreement, and any default, expiration, termination, foreclosure, sale, entry other subordination agreement or other act documents required to establish of record the priority of any such encumbrance over this Lease. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute an Event of Default by Tenant hereunder, or, at Landlord's option, Landlord shall execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to execute such documents in accordance with this Section. In addition, as long as they do not materially increase Tenant's monetary obligations or omission undermaterially diminish Tenant's rights hereunder, pursuant Tenant agrees to make such modifications to this Lease as may be required by a lender not affiliated with Landlord in connection with the obtaining of financing or affecting any refinancing of the foregoingPremises. In addition, Lessee and even if any such subtenants and sublessees modification did materially increase Tenant's monetary obligations or materially diminish Tenant's rights hereunder, Tenant nonetheless still shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property make such modification if (as applicablei) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or it is a reasonable modification for such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right lender to terminate this Lease or the applicable subleases require under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; circumstances and (cii) agreeingLandlord, unless in its sole discretion, elects, as between Landlord and Tenant, to bear any increased costs resulting from such modification that otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will would be made available for restoration of the Leased Property as and to the extent required borne by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofTenant.

SUBORDINATION AND NON-DISTURBANCE. At the request from time (a) This Lease is and shall be subject and subordinate in all respects to time by one or more holders of a any ground lease, mortgage or deed of trust that may hereafter be placed by Lessor upon now or later encumbering the Leased Property Land or any part thereofthe Building, and any and to all their renewals, replacements, modifications, consolidationssupplements, spreaders consolidations and extensions thereofreplacements (each, within thirty (30) days from the date of requestan “Encumbrance”). While such subordination shall be self-operative and shall occur automatically, Lessee shall Tenant agrees, upon request by and without cost to Landlord or any successor in interest, to execute and deliver and shall have all subtenants to Landlord or sublessees the holder of an Encumbrance such instrument(s) as may be reasonably required by such Encumbrance holder to evidence such subordination, on such Encumbrance holder’s standard form, within fifteen (15) days after request by Landlord. In the alternative, however, the holder of an Encumbrance may unilaterally elect to subordinate such Encumbrance to this Lease. Landlord represents that, as of the Leased Property execute Date of this Lease, neither the Land nor the Building is subject to an Encumbrance. (b) Landlord agrees to request, and deliveruse commercially reasonable efforts to obtain, at Tenant’s sole cost, an agreement from any future holder of an Encumbrance in recordable form and in substance customarily adopted by such Encumbrance holder, to such holders a written agreement the effect that, in a form reasonably acceptable to such holder whereby Lessee the event of any termination or foreclosure of an Encumbrance, so long as Tenant is not in default in the payment of any Base Rent or Additional Rent and such subtenants and sublessees subordinate this Lease and all so long as no Event of their Default shall be continuing, (i) its rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor Tenant under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment affected or terminated, (ii) Tenant’s possession of the Leased Property Premises shall not be disturbed, (iii) unless otherwise required by applicable Laws, no action or the subleased property (as applicable) nor proceeding shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; commenced against Tenant and (civ) agreeingthe Lease shall continue in full force and effect, unless otherwise expressly provided all notwithstanding the foreclosure or termination of any Encumbrance. Tenant hereby agrees that making one request to an Encumbrance holder in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV writing shall be deemed “commercially reasonable efforts” for purposes of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofSection 25.1(b).

SUBORDINATION AND NON-DISTURBANCE. At 20.1 This Lease and all of the request from time rights of Tenant hereunder are and shall be subject and subordinate to time by one the lien of any Fee Mortgage now existing or more holders of a mortgage or deed of trust that may hereafter be hereinafter placed by Lessor upon on the Leased Property or any part thereoffee estate in the Premises, and to any and all renewals, replacements, modifications, consolidations, spreaders replacements, extensions or substitutions of any such Fee Mortgage(s), provided that with respect to Fee Mortgages, (i) Landlord shall deliver to Tenant a “non-disturbance” agreement from its current Fee Mortgagee on such Fee Mortgagee’s standard form non-disturbance agreement attached hereto as Exhibit H, and extensions thereof(ii) with respect to any future Fee Mortgages, within thirty Landlord shall use commercially reasonable efforts to cause any such future Fee Mortgagee to deliver to Tenant a “non-disturbance” agreement in form substantially similar to the form annexed hereto as Exhibit H, so long as no Event of Default shall have occurred. 20.1.1 Tenant agrees that, at the option of each Fee Mortgagee, neither the foreclosure of any Fee Mortgage nor the institution of any foreclosure proceedings shall, by operation of law or otherwise, result in cancellation of this Lease. In the event any proceedings are brought for the foreclosure of any such Fee Mortgage, Tenant shall attorn to the Fee Mortgagee, its designee or assignee or any purchaser at such foreclosure sale or grantee of a deed given in lieu of foreclosure (30“Successor Landlord”) days from the date of requestand recognize such Successor Landlord as Landlord under this Lease, Lessee and all rights and obligations under this Lease shall continue as though such foreclosure proceedings had not been brought; 20.1.2 Tenant shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders Successor Landlord such further assurance and other documents, including a written agreement new lease upon the same terms and conditions as this Lease confirming such attornment; and 20.1.3 Tenant waives the provisions of any statute or rule of law now or hereafter in a form reasonably acceptable effect which may give or purport to such holder whereby Lessee and such subtenants and sublessees subordinate give it any right of election to terminate or otherwise adversely affect this Lease and all the obligations of their rights and estate Tenant hereunder to each such mortgage or deed by reason of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed foreclosure proceeding. Upon the Successor Landlord succeeding to the rights of trust, as the case may be, as Lessor Landlord under this Lease for the balance of the Term then remainingand Tenant attorning and recognizing such Successor Landlord as Landlord under this Lease, subject to subparagraph 20.1.2, this Lease shall continue in full force and effect as a direct Lease between Tenant and the Successor Landlord upon and subject to all then executory terms, covenants and conditions of this Lease. 20.2 The subordination of this Lease as provided in this Article 20 shall be automatic, without the execution of any further subordination agreement by Tenant. If, however, a written subordination agreement, consistent with all of the terms and provisions of this Lease; providedparagraph 20.1, howeveris required by a Fee Mortgagee, that each such holder simultaneously executes Tenant shall immediately on demand execute, acknowledge and delivers a written agreement (a) consenting deliver the same and in the event of failure so to do, Landlord may, in addition to any other remedies for breach of this Lease by Tenant, execute, acknowledge, and agreeing thatdeliver the same as the agent or attorney in fact of Tenant, notwithstanding and Tenant hereby irrevocably constitutes Landlord its attorney-in-fact coupled with an interest for such purpose. 20.3 In no event shall any Fee Mortgagee which becomes a Successor Landlord be: 20.3.1 liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord prior to the date on which such other mortgageFee Mortgagee or its nominee or designee becomes owner of the fee interest in the Premises; 20.3.2 responsible for any monies owing by or on deposit with Landlord to the credit of Tenant whether in the nature of security or otherwise unless and to the extent such monies are delivered to such Fee Mortgagee; 20.3.3 subject to any counterclaim or set-off against Landlord which theretofore accrued to Tenant; 20.3.4 bound by any previous modification of this Lease (made while its Fee Mortgage was a lien against the Premises) or by any previous prepayment of fixed annual rent for more than one month unless same was done with the prior written consent of such Fee Mortgagee; or 20.3.5 liable to Tenant or the holder of any permitted leasehold mortgage beyond the interest of such Fee Mortgagee in the Premises and the rents, deed of trustincomes, rightreceipts, title or interestrevenues, or issues and profits issuing therefrom. 20.4 If any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have by Landlord would give Tenant the right to terminate this Lease or to claim a partial or total eviction, Tenant will not exercise such right unless Tenant has given written notice of such act or omission to each Fee Mortgagee whose name and address shall have been furnished to Tenant. If within ten (10) days after Tenant gives such notice, the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing Fee Mortgagee does not notify Tenant that for any period while it is Lessor hereunder, it will performremedy the act or omission in question, fulfill and observe all Tenant may exercise such rights. However, if Tenant receives such notice from a Fee Mortgagee, Tenant will not exercise such rights until a reasonable period for remedying such act or omission shall have elapsed following the giving of Lessor's representationssuch notice by the Fee Mortgagee during which time such Fee mortgagee, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Leasewith reasonable diligence, subject only to reasonable regulation regarding the disbursement unavoidable delays, has commenced and application thereofis continuing to remedy such act or omission or is causing it to be remedied.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or Facility Lenders with respect to any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lessee, within thirty twenty (3020) days from the date of request, such Facility Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such twenty (20)-day period, to such holders Facility Lender, an estoppel certificate along with a written agreement in a form and content reasonably acceptable to such holder whereby Facility Lender and Facility Lessee and whereby, as to any Property of such subtenants and sublessees subordinate Facility Lessee encumbered by a Facility Instrument of such Facility Lender, such Facility Lessee subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof Facility Instrument and agree agrees with each such holder Facility Lender that such Facility Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease with respect to such Property for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder Facility Lender simultaneously executes and delivers to such Facility Lessee a written agreement (a) in form and content reasonably acceptable to such Facility Lessee consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, such Facility Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased such Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any as a result of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all an Event of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofDefault.

SUBORDINATION AND NON-DISTURBANCE. At This Lease and all of the request from time rights of --------------------------------- Tenant hereunder are and shall be subject and subordinate to time by one the lien of any and all mortgages, deeds to secure debts or more holders of a mortgage other security instruments heretofore or deed of trust that may hereafter be hereinafter placed by Lessor upon on the Leased Property Premises or any part thereof, except the Tenant's property or trade fixtures, and to any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofreplacements, within thirty extensions, or substitutions of any such instruments (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage which are hereinafter termed the "Mortgage" or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust"Mortgages"), as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each or all of such holder simultaneously executes and delivers Mortgages hereinafter placed on the Leased Premises shall contain a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interestprovision, or a separate instrument shall be executed by the holder of any defaultMortgage, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall effect that so long as Tenant is not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any renewal thereof, no foreclosure of the Other Leaseslien of said Mortgage or any other proceeding in respect thereof shall divest, Lessor impair, modify, abrogate, or otherwise adversely affect any interest or rights whatsoever of the Tenant under said Lease. Such subordination shall have be automatic, without the right execution of any further subordination agreement by Tenant. If, however, a written subordination agreement, consistent with this provision, is required by a holder of a Mortgage, Tenant agrees to terminate this Lease or execute, acknowledge, and deliver the applicable subleases under same, and, in the terms and provisions expressly set forth herein; (b) agreeing that event of failure so to do, Landlord may, in addition to any other remedies for any period while it is Lessor breach of covenant hereunder, it will performexecute, fulfill acknowledge, and observe all deliver the same as the agent of Lessor's representationsTenant, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available Tenant hereby irrevocably constitutes Landlord its agent for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofsuch specific purpose.

SUBORDINATION AND NON-DISTURBANCE. At (a) This Lease is subject and subordinate to the request from time lien of any ground leases and to time by one all mortgages, deeds of trusts or more holders deeds to secure debt which may now or hereafter affect or encumber the Building or the real property of a mortgage or deed of trust that may hereafter be placed by Lessor upon which the Leased Property or Premises form any part thereofpart, and any and to all renewals, replacements, modifications, consolidations, spreaders and replacements or extensions thereof. This Article shall be self-operative and no further instrument of subordination shall be required. In confirmation of any such subordination, Tenant shall execute within thirty five (305) days after receipt, any certificate that Landlord may reasonably so request, provided the same contains appropriate language on non-disturbance. No foreclosing lender nor any purchaser at foreclosure shall be liable for and defaults (including defaults of a continuing nature) by any prior landlord, or for the return of any security deposit; Tenant covenants and agrees to attorn to Landlord or to any successor to Landlord’s interest in the Premises, whether by sale, foreclosure or otherwise. (b) Notwithstanding the foregoing, in the event any ground lessor, mortgagee or the holder of any deed of trust or deed to secure debt shall elect to make the lien of this Lease prior to the lien of its ground lease or mortgage, then, upon such party giving Tenant written notice to such effect at any time prior to the commencement of foreclosure by filing a notice thereof for record among the land records, this Lease shall be deemed to be prior in lien to the lien of such ground lease or mortgage, whether dated prior or subsequent thereto. (c) Landlord will use reasonable efforts to obtain a non-disturbance agreement for Tenant’s benefit from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees lender holding the mortgage lien on the Property as of the Leased Property execute Lease Date (the “Lender”). The non-disturbance agreement shall be on the Lender’s approved form, and deliverTenant shall pay to Landlord, as additional rent, all fees, costs and expenses charged to such holders a written agreement Landlord by the Lender in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate connection with the Lender’s review of this Lease and all negotiation or review of their rights and estate hereunder the non-disturbance agreement including, without limitation, the Lender’s legal fees. Notwithstanding any other provision of this Article 24 to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustcontrary, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject shall not be subordinate to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other future mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry trust or other act or omission under, pursuant lien on the Property unless the party secured by any such instrument enters into a non-disturbance agreement with Tenant on a form acceptable to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereoffuture Lender.

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subject and subordinate to any first mortgage and to any junior mortgage that has been approved by the request from time to time by one or more holders of a mortgage or deed of trust first mortgagee that may now or hereafter be placed by Lessor upon the Leased Property or Building and/or the Land and to any part thereofand all advances to be made under such mortgages and to the interest thereon, and any and all renewals, replacements, modifications, consolidations, spreaders extensions and extensions consolidations thereof, within thirty provided that the mortgagee agrees not to disturb Tenant's right of possession or its other rights under this Lease (30so long as Tenant is not in default hereunder beyond any applicable notice or cure period) days from in accordance with a Subordination and Non-Disturbance Agreement in the date mortgagee's standard form (provided that such form is commercially reasonable). Any mortgagee may elect to give this Lease priority to its mortgage, except that the Lease shall not have priority to (i) the prior right, claim and lien of requestsuch mortgagees in, Lessee to and upon any insurance proceeds and the disposition thereof under the mortgage; (ii) the prior right, claim and lien of such mortgagees in, to and upon any award or compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and to the right of disposition thereof under the mortgage; and (iii) any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of the mortgages and the execution of this Lease, or any lien or judgment which may arise any time under the terms of this Lease. In the event of such election and upon notification by such mortgagee, this Lease shall be deemed prior in lien to the said mortgage. This Article X shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver a Subordination and shall have all subtenants Non-Disturbance Agreement in the mortgagee's standard form (provided that such form is commercially reasonable) or sublessees whatever other instruments may be reasonably required by the first mortgagee or junior mortgagee to acknowledge such subordination or priority in a recordable form. Any mortgagee's standard processing fee and any Landlord's reasonable attorneys' fees associated with the execution of the Leased Property execute Subordination and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust Non-Disturbance Agreement shall be payable as Additional Rent. Landlord represents that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions date of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any Landlord is the fee owner of the foregoing, Lessee Building and such subtenants Land and sublessees shall not be disturbed in peaceful enjoyment of there is no mortgage encumbering the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofBuilding and/or Land.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or Facility Lenders with respect to any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lessee, within thirty twenty (3020) days from the date of request, such Facility Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such twenty (20)-day period, to such holders Facility Lender, an estoppel certificate along with a written agreement in a form and content reasonably acceptable to such holder whereby Facility Lender and Facility Lessee and whereby, as to any Property of such subtenants and sublessees subordinate Facility Lessee encumbered by a Facility Instrument of such Facility Lender, such Facility Lessee subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof Facility Instrument and agree agrees with each such holder Facility Lender that such Facility Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease with respect to such Property for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder Facility Lender simultaneously executes and delivers to such Facility Lessee a written agreement (a) in form and content reasonably acceptable to such Facility Lessee consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, such Facility Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased such Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any as a result of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all an Event of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.Default. 4834-1440-2281v12

SUBORDINATION AND NON-DISTURBANCE. At Tenant agrees that this Lease shall, at the request from time of the Landlord, be subordinate to time by one or more holders of a mortgage or deed of trust any mortgages that may hereafter be placed by Lessor upon the said Leased Property or Premises and to any part thereofand all advances to be made thereunder, and any to the interest thereon, and all renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereof, within thirty (30) days from provided the mortgagee named in said mortgages shall agree to recognize the Lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any mortgagee may elect to have this Lease a prior lien to its mortgage, and in the event of such election and upon notification by such mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the said mortgage, whether this Lease is dated prior to or subsequent to the date of requestsaid mortgage. Tenant agrees that, Lessee upon the request of Landlord or any mortgagee, Tenant shall execute and deliver and shall have all subtenants or sublessees whatever instruments may be reasonably required to carry out the intent of the Leased Property execute and deliver, this Section. Tenant's obligation to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease to any future mortgage or other interest shall be conditioned upon Tenant's receipt from such party of a commercially reasonably subordination and all non-disturbance agreement substantially to the effect that no steps or proceedings taken by reason of their rights and estate hereunder to each Landlord's default under such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under encumbrance shall terminate this Lease nor shall Tenant be named a power of sale contained defendant in any proceeding for foreclosure of such mortgage or deed be disturbed by virtue of trust, such steps or proceedings as long as there shall be no default by Tenant under the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each . Tenant shall attorn to such mortgagee or holder simultaneously executes and delivers a written agreement (a) consenting to of such encumbrance as successor Landlord under this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant agrees to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed execute an Attornment instrument in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to a commercially reasonable regulation regarding the disbursement and application thereofform.

SUBORDINATION AND NON-DISTURBANCE. If applicable, XXXXXX shall obtain not later than fifteen (15) days following the execution of this Lease, a Non-Disturbance Agreement, as defined below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At the request LESSOR’s option, this Lease shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time by one may encumber all or more holders part of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Leaseright-of-way; provided, however, that each such holder simultaneously executes and delivers as a written agreement (a) consenting condition precedent to LESSEE being required to subordinate its interest in this Lease to any future Mortgage covering the Property, LESSOR shall obtain at LESSEE’s sole cost and agreeing expense for XXXXXX’s benefit a non-disturbance and attornment agreement for XXXXXX’s benefit in the encumbering party’s standard form or another form reasonably satisfactory to LESSEE, (the “Non-Disturbance Agreement”), and shall recognize LESSEE’s right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Lease beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party’s (“Lender’s”) agreement that, notwithstanding any such other mortgage, deed of trust, right, title if Lender or interest, its successor-in-interest or any defaultpurchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, expirationLender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Lease, termination(2) fulfill LESSOR’s obligations under the Lease, foreclosureand (3) promptly cure all of the then-existing LESSOR defaults under the Lease. Such Non-Disturbance Agreement must be binding on all of Lender’s participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, sale, entry XXXXXX will execute an agreement for Xxxxxx’s benefit in which LESSEE (1) confirms that the Lease is subordinate to the Mortgage or other act or omission underreal property interest in favor of Xxxxxx, pursuant (2) agrees to or affecting attorn to Lender if Xxxxxx becomes the owner of the Property and (3) agrees to accept a cure by Xxxxxx of any of LESSOR’s defaults, provided such cure is completed within the foregoingdeadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, Lessee LESSEE, may, at its sole option and such subtenants without obligation, cure or correct LESSOR’s default and sublessees upon doing so, LESSEE shall not be disturbed in peaceful enjoyment subrogated to any and all rights, titles, liens and equities of the Leased Property holders of such mortgage or the subleased other real property (as applicable) nor interest and LESSEE shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default entitled to deduct and setoff against all rents that may otherwise become due under this Lease the sums paid by LESSEE to cure or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofcorrect such defaults.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more institutional holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees will subordinate this Lease and all of their Lessee's rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such institutional holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such institutional holder simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated teriminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or thereinherein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, agreeing that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At the request LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time by one may encumber all or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this LeaseProperty; provided, however, that each such holder simultaneously executes as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a nondisturbance and delivers a written attornment agreement for LESSEE's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (athe “NonDisturbance Agreement”), and shall recognize LESSEE's rights under this Agreement. The NonDisturbance Agreement shall include the encumbering party's (“Lender's”) consenting to this Lease and agreeing agreement that, notwithstanding any such other mortgage, deed of trust, right, title if Lender or interest, its successorininterest or any defaultpurchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, expirationLender or such successorininterest or Purchaser will honor all of the terms of the Agreement. Such NonDisturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such NonDisturbance Agreement, termination, foreclosure, sale, entry LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other act or omission underreal property interest in favor of Lender, pursuant (2) agrees to or affecting attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR's defaults, provided such cure is completed within the foregoingdeadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, Lessee LESSEE, may, at its sole option and such subtenants without obligation, cure or correct LESSOR's default and sublessees upon doing so, LESSEE shall not be disturbed in peaceful enjoyment subrogated to any and all rights, titles, liens and equities of the Leased Property holders of such mortgage or the subleased other real property (as applicable) nor interest and LESSEE shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default entitled to deduct and setoff against all rents that may otherwise become due under this Lease Agreement the sums paid by LESSEE to cure or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofcorrect such defaults.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, the Lessor shall obtain and deliver to the Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) the Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event that the Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) the Lessee's option to purchase the Leased Property shall remain in force and effect pursuant to the terms hereof and (iii) in the event that the Lessee elects its option to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by the Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon any Fee Mortgagee, the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their the Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust Fee Mortgagee and (b) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Fee Mortgage as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, the Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable form as are reasonably requested by the Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At Subject to the request from time terms and conditions of this Paragraph 17, this Lease shall be and is hereby declared to time by one be subject and subordinate at all times to: (a) all ground leases or more holders of a underlying leases which may now exist or hereafter be executed affecting the Premises and/or the land upon which the Building and Project are situated, or both; and (b) any mortgage or deed of trust that which may hereafter now exist or be placed by Lessor upon the Leased Property Building, the Project and/or the land upon which the Building or the Project are situated, or said ground leases or underlying leases, or Landlord's interest or estate in any part thereofof said items which is specified as security (such leases, mortgages and deeds of trust are referred to herein, collectively, as "Superior Interests"), and any and all renewalsadvances made upon the security of such mortgages or deeds of trust, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from provided that the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees subordination of the Leased Property execute and deliverLease to a holder of any such Superior Interest (each, to a "Security Holder") shall be conditioned upon Tenant's receipt from any such holders Security Holder of a written non-disturbance agreement in a commercially reasonable form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate conforming with the terms of this Paragraph 17, unless the Superior Holder requires in writing that this Lease and all of their rights and estate hereunder to each such mortgage be superior thereto. Upon any termination or deed of trust that encumbers the Leased Property foreclosure (or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will delivery of a deed in lieu of foreclosure) of any Superior Interest, Tenant, upon request, shall attorn to the Security Holder or foreclosure sale purchaser or any successor thereto and shall recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, party as the case may belessor hereunder provided such Security Holder, as Lessor under this Lease for the balance of the Term then remaining, subject to purchaser or successor thereto accepts all of the terms terms, covenants and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV conditions of this Lease and all Awards described in Article XV will be made available for restoration agrees not to disturb Tenant's occupancy so long as there is no Event of the Leased Property as and Default hereunder. Tenant agrees with Security Holder that if Security Holder or any foreclosure sale purchaser or successor thereto shall succeed to the extent required by interest of Landlord under this Lease, such Security Holder, purchaser or any successor thereto shall not be (i) liable for any action or omission of any Landlord under this Lease arising prior to such Security Holder, purchaser or successor acquiring title to and possession of the Premises, or (ii) subject only to any offsets, defenses or counterclaims which Tenant might have against any prior Landlord, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or (iv) bound by any material modification or amendment of this Lease not consented to by such Security Holder, purchaser or any successor thereto. Within ten (10) Business Days after request by Landlord, Tenant covenants and agrees to execute and deliver commercially reasonable regulation regarding instruments evidencing such subordination of this Lease to any such Superior Interest, and such attornment, as may be required by Landlord or by the disbursement Security Holder of such Superior Interest. Concurrently with the execution of this Lease, Landlord, Tenant and application thereofthe Security Holder of the Superior Interest encumbering the Building have entered into a Subordination, Non- Disturbance and Attornment Agreement.

SUBORDINATION AND NON-DISTURBANCE. At (A) This Lease shall be subject and subordinate to all existing mortgages of record or future mortgages from a lender or lending institution which may affect the request from time to time by one or more holders real property of which the Building, including the Demised Premises, form a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereofpart, provided, and as a condition precedent to the subordination of this Lease to any and all renewalsof said mmtgages, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee mortgagee shall execute and deliver to Tenant, an agreement, in substantially the form attached hereto and shall have all subtenants made a part hereof as Exhibit E or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a other recordable form reasonably acceptable to such holder whereby Lessee Tenant and such subtenants and sublessees subordinate lender, whereby said mortgagee agrees that should it become necessary to foreclose such mmtgage or should the mortgagee otherwise come into possession of the Building, including the Demised Premises, such mortgagee will not join Tenant under this Lease in foreclosure or summary proceedings and will not disturb the use and occupancy of Tenm1t under this Lease so long as Tenant is not in default, beyond all applicable notice and cure periods, of their rights under any of the tenns, covenants and estate hereunder conditions of this Lease. (B) Notwithstanding anything to each the contrary in the foregoing Paragraph A, Landlord agrees, at its sole cost and expense, to deliver to Tenant, within ninety (90) days of Landlord's execution of this Lease, a fully negotiated and executed Subordination, Nondisturbance and Attomment Agreement ("SNDA") substantially in the form of Exhibit E, or such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn other form as is reasonably satisfactory to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustTenant, signed by Xxxxxxxx's current mortgagee, ground lessor, and/or over landlord, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in . In the event Lessee or that Landlord fails to submit to Tenm1t such applicable subtenant or sublessee is in default under this Lease or any of the Other LeasesSNDA within said ninety (90) day period, Lessor Tenant shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; on thiiiy (b30) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeingdays' notice to Landlord, unless otherwise expressly Landlord shall have provided Tenm1t with the SNDA within said thirty (30) day period, in the mortgage or deed of trustwhich case Tenant's termination notice shall be void, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofab initio.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, the Lessor shall obtain and deliver to the Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) the Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or cancelled at any time, except in the event that the Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) the Lessee's rights under this Lease shall not be diminished or adversely effected in any way provided no Event of Default exists hereunder, (iii) all insurance proceeds received in connection with any loss, injury or damage relating to the 108 109 Leased Property shall be paid to the Lessor in accordance with the provisions of this Lease and the Fee Mortgagee shall have no rights with respect to any such proceeds unless the Lessee elects to terminate this Lease pursuant to the provisions of Section 13.2.2, (iv) the Lessee's Purchase Option shall remain in force and effect pursuant to the terms hereof and (v) in the event that the Lessee elects to exercise the Right of First Refusal to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by the Lessee of the purchase price required hereunder, provided. that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon any Fee Mortgagee, the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their the Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust Fee Mortgagee, (b) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Fee Mortgage as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; remaining and (c) agreeing, unless otherwise expressly provided in enter into a new lease with the mortgage Fee Mortgagee or deed of trust, that all proceeds of the casualty insurance described in Article XIV purchaser at any such sale on the same terms and conditions of this Lease for the balance of the Term then remaining. To effect the intent and all Awards purpose of the immediately preceding sentence, the Lessee agrees to execute and deliver such instruments in recordable from as are reasonably requested by the Lessor or the applicable Fee Mortgagee; provided. however. that such Fee Mortgagee simultaneously executes, delivers and records a written agreement of the type described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereofThis Lease, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder interests of Tenant hereunder, at Landlord’s option, shall be subordinate to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interestany other hypothecation or security now or hereafter placed upon the Building, or any defaultinterest of Landlord therein (collectively “Mortgage”), expirationand to any and all advances made on the security thereof and to all renewals, terminationmodifications, foreclosureconsolidations, salereplacements and extensions thereof. Notwithstanding such subordination, entry or other act or omission under, pursuant Tenant’s right to or affecting any quiet possession of the foregoing, Lessee and such subtenants and sublessees Premises shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee if Tenant is not in default under the Lease. If any mortgagee, trustee shall elect to have this Lease or any be senior to the lien of the Other Leasesits Mortgage, Lessor and shall have the right give written notice thereof to terminate Tenant, this Lease shall be deemed senior to such Mortgage, whether this Lease is dated prior or subsequent to the date of said Mortgage or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for date of recording thereof. Tenant agrees to execute any period while it is Lessor hereunderdocuments required to effectuate an attornment, it will performa subordination, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of to make this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and prior to the extent required by lien of any Mortgage, on the condition that such mortgagee executes a non-disturbance agreement in favor of Tenant which provides that so long as Tenant is not in default of this Lease, subject only Tenant’s right to reasonable regulation regarding possession of the disbursement Premises and application thereofTenant’s rights under the Lease shall not be affected or disturbed by the mortgagee in the exercise of any of its rights or remedies against Landlord, nor shall Tenant be named as a party defendant to any foreclosure of the lien or mortgage. Tenant’s failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder.

SUBORDINATION AND NON-DISTURBANCE. At the request from time This Lease shall be subject and subordinate to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, rightground lease or master lease (collectively, title “Incumbrance”) now or interesthereafter placed upon the Facility and to all renewals, modifications, replacements and extensions thereof; provided that, as a condition to any subordination to a future Incumbrance, a separate written agreement in a form as such holder of or lessor under such Incumbrance (“Incumbrancer”) shall require, and which is commercially reasonable, shall be entered into between Tenant and such Incumbrancer that will provide, among other things, that notwithstanding any default in the Incumbrance and any foreclosure or termination thereof, or the enforcement by the Incumbrancer of any defaultrights or remedies, expirationincluding sale thereunder, terminationor otherwise, foreclosurethis Lease shall be recognized and shall remain in full force and effect, sale, entry or other act or omission under, pursuant and Tenant shall be permitted to or affecting any remain in possession of the foregoing, Lessee Premises throughout the Term in accordance with and such subtenants and sublessees shall not be disturbed in peaceful enjoyment subject to all the provisions of this Lease as long as no Event of Default by Xxxxxx is outstanding. To the extent there are any Incumbrancers existing as of the Leased Property or execution of this Lease, within sixty (60) days following the subleased property (as applicable) nor shall execution of this Lease (nor the applicable subleases) be terminated or canceled at by Landlord and Tenant, Landlord shall deliver to Tenant a commercially reasonable non-disturbance agreement in favor of Tenant executed by any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any current Incumbrancer of the Other LeasesBuilding and/or Facility. If Landlord is unable to deliver the same to Tenant within sixty (60) days after the execution of this Lease, Lessor Tenant shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and upon written notice to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofLandlord.

SUBORDINATION AND NON-DISTURBANCE. At Tenant agrees that this Lease shall be subordinate to any ground lease, mortgages or deeds of trust that are now, or may hereafter be, placed upon the request from time Premises or any portion thereof or interest therein and to time any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided that the ground lessor, mortgagees or beneficiaries named in said ground leases, mortgages or trust deeds shall agree to recognize the interest of Tenant under this Lease in the event of foreclosure, if Tenant is not then in default (after notice and expiration of the applicable cure period) under this Lease at such time, pursuant to a non-disturbance agreement reasonably satisfactory to the new ground lessor, mortgagee or beneficiary and in a form reasonably similar to that attached hereto as Exhibit "C" and made a part hereof, and with such changes therefrom as may be reasonably required by one any such ground lessor, mortgagee or more holders beneficiary, and which changes shall not increase any of Tenant's monetary obligations under this Lease, not increase (except to a de minimis extent) any of Tenant's non-monetary obligations under this Lease, and/or not decrease (except to a de minimis extent) any of Tenant's rights under this Lease. Tenant also agrees that any mortgagee or beneficiary may elect to have this Lease constitute a prior lien to its mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereoftrust, and any in the event of such election and all renewalsupon notification by such mortgagee or beneficiary to Tenant to that effect, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder shall be deemed prior in lien to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under whether this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant is dated prior to or affecting any subsequent to the date of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the said mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At (a) Provided that Tenant receives a written, fully executed non-disturbance agreement as hereinafter provided, this Lease is subject and subordinate to the request from time to time by one or more holders lien, provisions, operation and effect of a mortgage or any first lien deed of trust that may hereafter be placed by Lessor upon the Leased Property or mortgage in favor of any institutional lender to Landlord or any part thereofof Landlord’s affiliates (a “Fee Mortgage”), to all funds and indebtedness intended to be secured thereby, and any and to all renewals, replacementsextensions, modifications, consolidationsrecastings or refinancings thereof. A lender holding a Fee Mortgage to which this Lease is subordinate shall have the right at any time to declare this Lease to be superior to the lien, spreaders provisions, operation and extensions effect of such Fee Mortgage and Tenant shall execute, acknowledge and deliver all documents required by such lender in confirmation thereof. Tenant’s aforesaid subordination shall be expressly conditioned upon Tenant’s receipt of a non-disturbance agreement in favor of Tenant from Landlord’s lender in form and substance reasonably satisfactory to Tenant, Landlord and Landlord’s lender. Within ten (10) Business Days after Landlord’s written request, Tenant shall execute documents required by the lender confirming the foregoing subordination and non-disturbance. (b) Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Premises or Landlord’s interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee following such transfer, then, within thirty five days of a written request of such transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the landlord under this Lease. Tenant agrees that upon any such attornment, such transferee shall not be (30a) days from bound by any payment of the Base Rent more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the written consent of any lender with a Fee Mortgage as of the date of requestsuch amendment, Lessee shall execute and deliver and shall have all subtenants (c) liable for damages for any breach, act or sublessees omission of the Leased Property execute and deliverany prior landlord, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, (d) subject to all of the terms and provisions of this Leaseany offsets or defenses that Tenant might have against any prior landlord; provided, however, that each after succeeding to Landlord’s interest under this Lease, such holder simultaneously executes transferee shall agree to perform in accordance with the terms of this Lease all obligations of Landlord arising after the date of transfer. Within ten (10) Business Days after written request of such transferee, Tenant shall execute, acknowledge and delivers deliver any reasonable document submitted to Tenant confirming such attornment. (c) If (i) the Premises are at any time subject to a written agreement Fee Mortgage, (aii) consenting to this Lease and agreeing thatrent payable hereunder is assigned to the lender, notwithstanding any and (iii) Tenant is given notice of such other mortgageassignment, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any including the name and address of the foregoingassignee, Lessee and such subtenants and sublessees then, in that event, Tenant shall not be disturbed terminate this Lease or make any abatement in peaceful enjoyment the rent payable hereunder for any default on the part of the Leased Property or Landlord without first giving notice, in the subleased property (as applicable) nor shall manner provided elsewhere in this Lease (nor for the applicable subleases) be terminated or canceled giving of notices, to the lender, specifying the default in reasonable detail, and affording such lender a reasonable opportunity to make performance, at any timeits election, for and on behalf of the Landlord, except that (x) such lender shall have at least thirty (30) days to cure the default (or ten (10) Business Days, in the event Lessee or of a monetary default); (y) if any nonmonetary default cannot be cured with reasonable diligence and continuity within thirty (30) days, such applicable subtenant or sublessee is in lender shall have any additional time as may be reasonably necessary to cure the default under this Lease or with reasonable diligence and continuity, and (z) if any nonmonetary default cannot reasonably be cured without such lender having obtained possession of the Other LeasesPremises, Lessor such lender shall have such additional time as may be reasonably necessary under the circumstances to obtain possession of the Premises and thereafter to cure the default with reasonable diligence and continuity (it being understood and agreed, however, that nothing in this Section 23(c) gives Tenant any right to terminate this Lease or to make any abatement in the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless rent payable hereunder not otherwise expressly provided in this Lease). At the mortgage or deed request of trustany such lender from time to time, that all proceeds of this Lease shall be modified to add such additional mortgagee protective provisions as such lender shall reasonably propose. (d) If (i) the casualty insurance described in Article XIV of Premises are at any time subject to a Fee Mortgage, (ii) this Lease and all Awards described in Article XV will be made available for restoration rent payable hereunder is assigned to the lender, and (iii) Tenant is given notice of such assignment, including the name and address of the Leased Property as and to the extent required by assignee, then, in that event, this Lease shall not be amended or modified (including, without limitation, in a manner effecting a termination of this Lease, subject only to reasonable regulation regarding ) without the disbursement and application thereofprior written consent of the holder of such Fee Mortgage in each instance.

SUBORDINATION AND NON-DISTURBANCE. At 11.01 This Lease is and will at all times be subject and subordinate to (i) the request from time lien of any mortgage(s) on or affecting the Building or any part thereof, at the date hereof, and (ii) subject to time by one or more holders the provisions of a mortgage or deed of trust that may Section 11.02, any mortgage(s) hereafter be placed by Lessor upon made affecting the Leased Property Building or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and replacements, or extensions thereof, within thirty (30) days from irrespective of the date time of recording such mortgage(s). The provisions of this subordination will be automatic and no further instrument of subordination will be necessary, but in confirmation of this subordination Tenant will, at Landlord's request, Lessee shall execute and deliver such further instruments as may be required by the holder (s) of said mortgage(s). 11.02 The subordination to any mortgage(s) hereafter made is expressly conditioned upon Landlord causing any future mortgagee(s) (and shall have all subtenants or sublessees Landlord will use reasonable commercial efforts to cause its existing mortgagee) to execute and deliver to Tenant an agreement, in form for recording, pursuant to which such mortgagee(s) agrees that the leasehold estate granted to Tenant hereunder and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Leased Property execute and deliverDemised Premises will not be terminated, modified, affected or disturbed by any action which such mortgagee may take to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such foreclose its mortgage or deed of trust that encumbers the Leased Property to enforce its rights or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees remedies, nor will attorn to and recognize such holder or the purchaser at Tenant be named a defendant in any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustaction, as the case may be, long as Lessor no event of default by Tenant has occurred under this Lease for (other than events of default theretofore cured or in the balance process of being cured as permitted by the Term then remaining, subject to all of the terms and provisions of this Lease; providedArticle 8 hereof) and as long as Tenant pays the Fixed Rent and all Additional Rent due and performs its obligations hereunder within the applicable grace periods and without offsets or defenses thereto, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding except as otherwise herein expressly set forth. 11.03 If any such mortgagee or any other mortgage, deed of trust, right, title person claiming by or interestthrough any mortgagee, or by or through any default, expiration, termination, foreclosure proceeding or sale in lieu of foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and succeeds to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.rights of

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subject and subordinate to any first mortgage and to any junior mortgage that has been approved by the request from time to time by one or more holders of a mortgage or deed of trust first mortgagee that may now or hereafter be placed by Lessor upon the Leased Property or Building and/or the Land and to any part thereofand all advances to be made under such mortgages and to the interest thereon, and any and all renewals, replacementsextensions and consolidations thereof. Any mortgagee may elect to give this Lease priority to its mortgage, modificationsexcept that the Lease shall not have priority to (i) the prior right, consolidationsclaim and lien of such mortgagees in, spreaders to and extensions upon any insurance proceeds and the disposition thereof under the mortgage; (ii) the prior right, claim and lien of such mortgagees in, to and upon any award or compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and to the right of disposition thereof under the mortgage; and (iii) any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of the mortgages and the execution of this Lease, or any lien or judgment which may arise any time under the terms of this Lease. In the event of such election and upon notification by such mortgagee, this Lease shall be deemed prior in lien to the said mortgage. This Article X shall be self-operative, but in confirmation thereof, within thirty (30) days from the date of request, Lessee Tenant shall execute and deliver and shall have all subtenants whatever instruments may be required by the first mortgagee or sublessees of the Leased Property execute and deliver, junior mortgagee to acknowledge such holders a written agreement subordination or priority in a recordable form reasonably with such commercially reasonable changes as may be requested by Tenant, so long as such changes are acceptable to such holder whereby Lessee mortgagee, and such subtenants if Tenant fails to do so within ten (10) days after demand, Tenant hereby irrevocably appoints Landlord as Tenant’s attorney in fact, in its name, place and sublessees subordinate this Lease stead to do so. Any mortgagee’s standard processing fee and all any Landlord’s reasonable attorneys’ fees associated with the execution of their rights any subordination and estate hereunder to each such mortgage or deed of trust non-disturbance agreement shall be payable as Additional Rent. Landlord represents that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV date of this Lease there is no mortgage encumbering the Building or the Land. EAST\66392481.7 Executed to take effect as a sealed instrument. LANDLORD:404 XXXXX LLC, a Delaware limited liability company By : /s/ Xxxxx Xxxxx Manager TENANT:INTRALINKS HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxxxx Name : Xxxxxx X. Xxxxxxxxx Title: As its President and all Awards described in Article XV will be made available for restoration of the Leased Property as CEO, and to the extent required by this Leasenot individually and without personal liability By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: As its Secretary, subject only to reasonable regulation regarding the disbursement and application thereof.not individually and without personal liability EAST\66392481.7

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, Lessor shall obtain and deliver to Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or 115 pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or cancelled at any time, except in the event that Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) Lessee's option to purchase the Leased Property shall remain in force and effect pursuant to the terms hereof and (iii) in the event that Lessee elects its option to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of requestFee Mortgagee, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust that encumbers the Leased Property or any part thereof Fee Mortgagee and (b) agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, Fee Mortgage as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable from as are reasonably requested by Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At As a condition to Lessee's agreement to subordinate, Lessor will obtain and deliver to Lessee (and to any subtenant which is not an Affiliate of Lessee or of Guarantor agreements by the request from time to time by one or more holders holder of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from Fee Mortgage entered into after the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting hereof which consents to this Lease and agreeing agrees that, notwithstanding any such other mortgageoverxxxxx, xxrtgage, deed of trust, right, title or interestinterest or any other Encumbrance, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled cancelled at any time, except in the event Lessee or such applicable subtenant or sublessee is an Event of Default occurs, in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under which case the terms and provisions expressly set forth hereinherein shall apply; (b) agreeing provided, however, that for any period while it is Lessor hereunder, it will perform, fulfill and observe all Lessee delivers an agreement of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided the type described in the mortgage following paragraph if so requested by the holder of an Encumbrance. At the request from time to time by one or deed more holders of trustany Encumbrance that may hereafter be placed upon the Leased Property or any part thereof by Lessor, that and any and all proceeds of the casualty insurance described in Article XIV of renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee and each subtenant) will subordinate this Lease and all Awards described of Lessee's rights and estate hereunder to each such Encumbrance and agree with each such holder that Lessee will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in Article XV will be made available any such Encumbrance as Lessor under this Lease for restoration the balance of the Leased Property as Term then remaining and to effect that purpose, Lessee agrees to execute and deliver such instruments in recordable from as are reasonably requested by Lessor or much mortgage holder; provided, however, that each such holder simultaneously executes, delivers and records a written agreement as provided in the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At the request from time This Lease shall, at LESSOR’s option, be subordinate or superior to time by one or more holders of a mortgage or any mortgage, deed of trust or ground lease that may exist or hereafter be placed by Lessor upon the Leased Property Premises or any part thereof, provided, however, so long as CITY performs its obligations under this Lease, no foreclosure of, deed given in lieu of foreclosure of, sale, and any no procedures taken under the encumbrance shall affect CITY’s rights under this Lease and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date holder of request, Lessee such encumbrance shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, agree to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate recognize this Lease and all of their the CITY’s rights hereunder. CITY shall upon written demand by LESSOR execute such instruments as may reasonably be required at any time and from time to time to subordinate the rights and estate hereunder interest of CITY under this Lease to each such mortgage or deed the lien of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such ground lease, mortgage or deed of trust, as or, if requested by LESSOR, to subordinate any such ground lease, mortgage or deed of trust to the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each CITY shall, in the event any proceedings are brought for the foreclosure of any such holder simultaneously executes mortgage or deed of trust on termination of such ground lease, attorn to the purchaser upon foreclosure sale or sale under power of sale or the landlord under such ground lease, and delivers a written agreement (a) consenting to shall recognize such purchaser or ground lessor as LESSOR under this Lease, and so long as CITY is not in default hereunder, no such termination or foreclosure shall terminate this Lease and agreeing that, notwithstanding or otherwise affect CITY’s rights hereunder (except as may be otherwise agreed by CITY in such instruments). With respect to any such other mortgage, deed of trusttrust or ground lease entered into after the execution of this Lease, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV CITY’s subordination of this Lease and all Awards described in Article XV will may at CITY’s option be made available for restoration of the Leased Property as and subject to the extent required by this Lease, subject only to execution of a commercially reasonable regulation regarding the disbursement and application thereofnon-disturbance agreement.

SUBORDINATION AND NON-DISTURBANCE. At the request from time (a) This Lease shall be subordinate to time by one or more holders of a mortgage or each and every underlying lease, deed of trust that may hereafter be placed by Lessor upon or mortgage encumbering the Leased Property Premises or any part portion thereof, whether now existing or in the future, and to any advances made on the security thereof and all to any renewals, replacements, modifications, consolidations, spreaders and replacements or extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants whenever made or sublessees recorded. The Company covenants that Lessee's right to quiet possession of the Leased Property execute Premises during the term hereof shall not be disturbed if Lessee pays the rent and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate performs all of Lessee's obligations under this Lease and is not otherwise in default. The Company shall use commercially reasonable efforts to obtain a non-disturbance agreement embodying the provisions of the immediately preceding sentence from all current and future holders of their rights and estate hereunder to each such mortgage mortgages or deed deeds of trust that encumbers affecting the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn Premises (hereinafter collectively referred to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease"Mortgagees"); provided, however, that each the Company shall not be required to pay any sum demanded by any Mortgagee as consideration for any such holder simultaneously executes and delivers a written agreement (a) consenting non-disturbance agreement. If any ground lessor, beneficiary or mortgagee elects to have this Lease prior to the lien of its ground lease, deed of trust or mortgage and agreeing thatgives written notice thereof to Lessee, notwithstanding this Lease shall automatically be deemed prior to such ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of said ground lease, deed of trust or mortgage or the date of recording thereof. (b) If the Company's interest in the Leased Premises is acquired by any such other mortgageground lessor, beneficiary under a deed of trust, right, title or interestmortgagee, or any default, expiration, termination, foreclosure, purchaser at a foreclosure sale, entry Lessee shall attorn to the transferee of or other act or omission under, pursuant successor to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed Company's interest in peaceful enjoyment of the Leased Property Premises and recognize such transferee or successor as the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default Company under this Lease Lease. Lessee waives the protection of any statute or rule of law which gives or purports to give Lessee any of the Other Leases, Lessor shall have the right to terminate this Lease or surrender possession of the applicable subleases under Leased Premises upon the terms and provisions expressly set forth herein; (b) agreeing that transfer of the Company's interest. The Company shall not assert any claim against Lessee for any period while it is Lessor hereundersums due under this Lease paid by Lessee to a third party after receipt by Lessee of notice in writing from the Company directing Lessee to pay any such sums to such third party, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and before Lessee receives notice from the Company revoking such direction. (c) agreeingLessee shall sign and deliver any instrument or documents necessary or appropriate to evidence any such attornment or subordination or agreement to do so, unless otherwise expressly provided in that such instruments or documents are consistent with the mortgage or deed of trust, that all proceeds provisions of the casualty insurance described in Article XIV of this Lease immediately preceding subparagraphs (a) and all Awards described in Article XV will be made available for restoration (b). If Lessee fails to do so within twenty (20) days after written request, Lessee hereby makes, constitutes and irrevocably appoints the Company, or any transferee or successor of the Leased Property as Company, the attorney-in-fact, coupled with an interest, of Lessee to execute and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofdeliver any such instrument or document.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, LESSOR shall obtain a Non-Disturbance Agreement, as defined below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At the request LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (collectively, a “Mortgage”) by LESSOR which from time to time by one may encumber all or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Tower or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this LeaseProperty; provided, however, that each as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Tower or the Property, LESSOR shall obtain for LESSEE's benefit a non-disturbance and attornment agreement for XXXXXX's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (the “Non-Disturbance Agreement”), and shall recognize XXXXXX's rights under this Agreement. The Non-Disturbance Agreement shall include the agreement of the encumbering party (“Lender”) that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Tower or the Property, Lender or such holder simultaneously executes successor-in-interest or Purchaser will honor all of the terms of the Agreement. Such Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and delivers a written on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, XXXXXX will execute an agreement for Xxxxxx's benefit in which XXXXXX (a) consenting confirms that the Agreement is subordinate to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry the Mortgage or other act or omission underreal property interest in favor of Xxxxxx, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all agrees to attorn to Lender if Lender becomes the owner of Lessor's representations, warranties and agreements set forth herein or therein; the Property and (c) agreeingagrees to accept a cure by Xxxxxx of any of XXXXXX's defaults, unless otherwise expressly provided such cure is completed within the deadline applicable to LESSOR. In the event LESSOR defaults in the mortgage payment and/or other performance of any Mortgage or deed of trustother real property interest encumbering the Property, that LESSEE, may, at its sole option and without obligation, cure or correct LESSOR's default and upon doing so, LESSEE shall be subrogated to any and all proceeds rights, titles, liens and equities of the casualty insurance described in Article XIV holders of such Mortgage or other real property interest and LESSEE shall be entitled to deduct and setoff against all rents that may otherwise become due under this Lease and all Awards described in Article XV will be made available for restoration of Agreement the Leased Property as and sums paid by LESSEE to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofcure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. At If and to the extent that this Agreement creates any interest in Operator in the Hotel, this Agreement is expressly made subject and subordinate to the security instruments and liens of the Beneficiary. Nothing herein contained, however, shall be deemed to imply that any real estate or other interest in the Hotel has been created or intended, nor shall be deemed a subordination of the Annual Operating Fees or Operator’s contractual rights hereunder including Operator’s right to receive reimbursements or other amounts required to be paid to Operator hereunder. Provided the provisions of this Section 11.1.7 are satisfied, Operator will, upon reasonable request from time to time by one of Owner, assist the Beneficiary in establishing or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee perfecting such subordination. Such Beneficiary shall execute a recognition and deliver non-disturbance agreement with Operator in form and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form substance reasonably acceptable to Operator which shall provide, among other things, that, so long as Operator is not in material default under this Agreement, Operator shall have the right to (i) occupy and operate the Hotel during the Term pursuant to this Agreement without any interference or ejection by Owner, any Beneficiaries, any lessors, or any Person claiming under, through or by right of any of the foregoing parties, and (ii) use all funds in the Operating Accounts, Sub-Accounts and Replacement Reserve Fund for the purposes provided in this Agreement, including without limitation, payment of all Annual Operating Fees and reimbursements due to Operator. (a) Foreclosure. Upon foreclosure of such holder whereby Lessee and Deed of Trust by judicial action, private sale or otherwise, or upon a conveyance by a deed in lieu of foreclosure, or upon any similar proceeding or conveyance pursuant to which such subtenants and sublessees subordinate this Lease and all Beneficiary or any other Person or legal entity shall become the owner of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property Hotel or any part thereof and agree or interest therein, the rights of Operator under this Agreement shall not be terminated, extinguished or interfered with, except in accordance with each the provisions of this Agreement, nor shall the Operator be named or made a party to such holder that Lessee action by such Beneficiary (excepting only to the extent required for the maintenance of such action), and such subtenants and sublessees will attorn to and recognize such holder Beneficiary, other Person or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustlegal entity, as the case may bebe (a “Foreclosure Purchaser”), as Lessor under this Lease for the balance of the Term then remaining, subject to all of shall be bound by the terms and provisions conditions of this LeaseAgreement to the same extent as if such Beneficiary, other Person or legal entity had been the original Owner hereunder, and at Operator’s request such Beneficiary, other Person or entity shall execute an agreement in writing with Operator agreeing to be so bound; provided, however, that each no Foreclosure Purchaser shall be liable for the prior defaults of Owner, for the payment of any Annual Operating Fees or other amounts that are accrued and owing, but unpaid, to Operator (whether under this Agreement or otherwise) as of the date the Foreclosure Purchaser acquires the Hotel; and (b) Sale. Any sale, order of sale or judgment of foreclosure or such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing security instrument shall provide that, notwithstanding any as a term and condition of such other mortgagesale or judgment, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant the purchaser at such sale shall agree in writing with Operator to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under bound by the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor conditions of this Agreement to the same extent as if such purchaser had been the original Owner hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless except as otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofSection 11.1.7(a).

SUBORDINATION AND NON-DISTURBANCE. At the request from time This Lease shall be ------------------------------------- subordinate to time by one or more holders of a any mortgage or deed of trust other security instrument, or any ground lease, master lease, or primary lease, that may now or hereafter be placed by Lessor upon the Leased Property covers all or any part thereofof the Premises, and any and also to all renewals, replacements, modifications, consolidations, spreaders consolidations and extensions thereofof such underlying mortgage, within thirty (30) days from security instrument, ground lease, master lease or primary lease. Although no instrument or act on the date part of requestTenant shall be necessary to effectuate such subordination, Lessee shall Tenant shall, nevertheless, execute and deliver and such further reasonable instruments confirming such subordination as may be desired by Landlord's Mortgagee or by a lessor, licensor or party to any agreement under any such underlying ground lease, master lease, or primary lease provided, however, that, as a condition thereto, Landlord shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders obtain for Tenant a written non-disturbance agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate Tenant from Landlord's Mortgagee which shall provide that, so long as Tenant is not in default under the terms this Lease and all of their beyond applicable grace periods, Landlord's Mortgagee shall not disturb Tenant's rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease. Landlord agrees that the effectiveness of this Lease for the balance shall be conditioned upon Landlord's delivery to Tenant of the Term then remaining, subject to all of initial subordination and non-disturbance agreement in accordance with the terms and provisions of this Lease; providedhereof on or before January 31, however1999. Any Landlord's Mortgagee may elect, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except unilaterally, to make this Lease superior to its mortgage, ground lease, master lease, or primary lease or other interest in the event Lessee or such applicable subtenant or sublessee is Premises by so notifying Tenant in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofwriting.

SUBORDINATION AND NON-DISTURBANCE. At the request LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time by one may encumber all or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this LeaseProperty; provided, however, that each such holder simultaneously executes as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non-disturbance and delivers a written attornment agreement for XXXXXX's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (athe “Non-Disturbance Agreement”), and shall recognize LESSEE's rights under this Agreement. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) consenting to this Lease and agreeing agreement that, notwithstanding any such other mortgage, deed of trust, right, title if Lender or interest, its successor-in-interest or any defaultpurchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, expirationLender or such successor-in-interest or Purchaser will honor all of the terms of the Agreement. Such Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, termination, foreclosure, sale, entry XXXXXX will execute an agreement for Xxxxxx's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other act or omission underreal property interest in favor of Xxxxxx, pursuant (2) agrees to or affecting attorn to Lender if Xxxxxx becomes the owner of the Property and (3) agrees to accept a cure by Xxxxxx of any of LESSOR's defaults, provided such cure is completed within the foregoingdeadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, Lessee LESSEE, may, at its sole option and such subtenants without obligation, cure or correct LESSOR's default and sublessees upon doing so, LESSEE shall not be disturbed in peaceful enjoyment subrogated to any and all rights, titles, liens and equities of the Leased Property holders of such mortgage or the subleased other real property (as applicable) nor interest and LESSEE shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default entitled to deduct and setoff against all rents that may otherwise become due under this Lease Agreement the sums paid by LESSEE to cure or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofcorrect such defaults.

SUBORDINATION AND NON-DISTURBANCE. At Contemporaneously herewith, Tenant and First Mortgagee have entered into a Subordination and Attornment Agreement (With Conditional Non-Disturbance), and the Tenant acknowledges and agrees that such document shall govern the relationship between Tenant and the First Mortgagee (and shall bind the Tenant and all successors and assigns of the Tenant, direct or remote) so long as the Present First Mortgage is in effect. Subsequent to the release of the Present First Mortgage, Tenant agrees that, upon the request from time of Landlord made in writing, Tenant will subordinate this Lease to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, First Mortgage and any and to all renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers the First Mortgagee shall enter into a written binding agreement (athe "Non-Disturbance Agreement") consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees with Tenant providing that Tenant shall not be disturbed in peaceful enjoyment its possession of the Leased Property or its rights hereunder terminated or impaired by the subleased property (as applicable) nor shall First Mortgagee, purchaser at foreclosure or other such party and that this Lease (nor the applicable subleases) shall continue in full force and effect following any foreclosure thereof or any deed given in lieu thereof, except that this Lease may nonetheless be terminated or canceled at any timepursuant to the provisions of this Lease providing for such termination, except in including without limitation pursuant to Article 17. In the event Lessee the First Mortgagee or other purchaser at foreclosure sale succeeds to the interest of Landlord under this Lease, Tenant will automatically become the tenant of and shall be deemed to have attorned to such applicable subtenant or sublessee is successor in default interest as Landlord under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under without change in the terms and or provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunderof this Lease, it will performprovided, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trusthowever, that all proceeds of the casualty insurance described such successor in Article XIV interest shall not be bound by any amendment or modification of this Lease made after Tenant enters into the Non-Disturbance Agreement without the written consent of such First Mortgagee or such successor in interest. Upon written request by such successor in interest, Tenant and all Awards described such successor shall execute and deliver an instrument or instruments whereby Tenant confirms the attornment herein provided for and in Article XV will be made available for restoration which such successor shall acknowledge its obligations and responsibilities to Tenant under the Lease and, with respect thereto, shall recognize this Lease and the tenancy hereunder of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofTenant.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or Facility Lenders with respect to any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lessee, within thirty twenty (3020) days from the date of request, such Facility Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such twenty (20)-day period, to such holders Facility Lender, an estoppel certificate along with a written agreement in a form and content reasonably acceptable to such holder whereby Facility Lender and Facility Lessee and whereby, as to any Property of such subtenants and sublessees subordinate Facility Lessee encumbered by a Facility Instrument of such Facility Lender, such Facility Lessee subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof Facility Instrument and agree agrees with each such holder Facility Lender that such Facility Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease with respect to such Property for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder Facility Lender simultaneously executes and delivers to such Facility Lessee a written agreement (a) in form and content reasonably acceptable to such Facility Lender and Facility Lessee consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, such Facility Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased such Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any as a result of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all an Event of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofDefault.

SUBORDINATION AND NON-DISTURBANCE. At (a) Tenant acknowledges that prior to the Commencement Date, Owner may have granted, and on or after the Commencement Date Owner may grant, a mortgage(s), deed(s) of trust or other security instrument (collectively, the “Mortgages”; individually, a “Mortgage”) which encumber some or all of the Property and/or the Easements to certain institutions or persons (collectively, the “Mortgagees”; individually, a “Mortgagee”). (b) With regard to each Mortgage that is in effect and/or of record on or prior to the recordation of the MOL (as such term is hereinafter defined), Owner will request from time to time by one or more holders of a mortgage or deed of trust the Mortgagee thereunder that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall such Mortgagee execute and deliver to Tenant a subordination, attornment and shall have all subtenants or sublessees of non-disturbance agreement among Owner, such Mortgagee and Tenant pursuant to which: (i) Tenant confirms that this Lease is subordinated to the Leased Property execute and deliver, Mortgage granted to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee Mortgagee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees Tenant will attorn to such Mortgagee in the event that the Mortgagee acquires title to the Property; and recognize (ii) such holder or Mortgagee agrees to honor the purchaser at any foreclosure sale or any sale under a power of sale contained Lease, and that the Lease shall remain in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms full force and provisions of this Lease; provided, however, that each such holder simultaneously executes effect and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed terminated, and Tenant shall be permitted to exercise all of its rights and remedies thereunder, as long as Tenant is not in peaceful enjoyment of default under the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any timeLease, except even in the event Lessee or of foreclosure under the Mortgage to which such applicable subtenant or sublessee Mortgagee is a party (each a “SAND Agreement”; collectively, the “SAND (c) With regard to each Mortgage that is in default under this Lease or any effect and/or of record after the recordation of the Other LeasesMOL, Lessor Tenant shall promptly enter to a SAND Agreement with Owner and the Mortgagee thereunder. If Tenant fails to deliver such SAND Agreement to Owner, then Owner shall have the right right, in its sole discretion, to terminate this Lease by proving written notice thereof to Tenant, and upon such termination neither of the parties hereto shall have any further obligations or liabilities hereunder. (d) The parties hereto covenant and agree that notwithstanding anything to the applicable subleases under the terms and provisions expressly contrary set forth herein; (b) agreeing , the form and terms of each SAND Agreement shall be mutually approved by and acceptable to Owner, Tenant and the Mortgagee that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and a party to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofsuch SAND Agreement.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or Facility Lenders with respect to any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lessee, within thirty ten (3010) days from the date of request, such Facility Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such ten (10)-day period, to such holders Facility Lender, an estoppel certificate along with a written agreement in a form and content reasonably acceptable to such holder Facility Lender whereby such Facility Lessee and such subtenants and sublessees subordinate subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust Facility Instrument that encumbers the portion of the Leased Property utilized by such Facility Lessee or any part thereof and agree agrees with each such holder Facility Lender that such Facility Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each Lessor and each such holder Facility Lender simultaneously executes and delivers to such Facility Lessee a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, such Facility Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of such portion of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any accordance with Article XVI as a result of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all an Event of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofDefault.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lender, within thirty ten (3010) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such ten (10) day period, to such holders Facility Lender a written agreement in a form reasonably acceptable to such holder Facility Lender whereby Lessee and such subtenants and sublessees subordinate subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust Facility Instrument that encumbers the Leased Property or any part thereof and agree agrees with each such holder Facility Lender that Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder Facility Lender simultaneously executes and delivers to Lessee a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, Lessor shall obtain and deliver to Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) Lessee's rights under this Lease shall not be disturbed nor shall this Lease be terminated or cancelled at any time, except in the event that Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) Lessee's option to purchase the Leased Property shall remain in force and effect pursuant to the terms hereof and (iii) in the event that Lessee elects its option to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of requestFee Mortgagee, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust that encumbers the Leased Property or any part thereof Fee Mortgagee and (b) agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, Fee Mortgage as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable form as are reasonably requested by Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.preceding paragraph. 117

SUBORDINATION AND NON-DISTURBANCE. At This Lease is and shall be subject and subordinate at all times to the request from time lien of any first mortgage now or hereafter covering the Premises and to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereof, within thirty (30) days from and Tenant agrees to execute any commercially reasonable form of documents required to effect or express such subordination. Tenant shall, in the date event of a sale or assignment of Landlord’s interest in the premises or the Building which the Premises is located or this Lease or the total tract, or if the Premises or such Building comes into the hands of a mortgagee, ground lessor or any other person, whether because of a mortgage foreclosure, exercise of a power of sale under a mortgage, termination of the ground lease, or otherwise, attorn to the purchaser or such mortgagee or other person and recognize the same as Landlord hereunder. Tenant shall execute, at Landlord’s request, Lessee any commercially reasonable form of subordination and/or attornment agreement required by any mortgagee, ground lessor or other such party to be executed, containing such provisions as such mortgagee, ground lessor or other person requires. Tenant acknowledges and agrees that a form of subordination and non-disturbance required by any lender of Landlord shall be deemed acceptable to Tenant. If any superior mortgagee shall succeed to the rights of Landlord hereunder, whether through possession or foreclosure action, or deed, then, at the request of such party (hereinafter referred to as “Successor Landlord”), Tenant shall attorn to and recognize each Successor Landlord as Tenant’s Landlord under this lease and shall promptly execute and deliver any instrument as Successor Landlord may reasonably request to confirm such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between successor Landlord and Tenant on all the terms, covenants, and conditions as set forth in this Lease. Further, upon such attornment, Landlord shall have all subtenants or sublessees be released from any further obligation hereunder. In accordance with the execution of the Leased Property execute and deliverthis Lease Agreement, Landlord shall use its best commercial reasonable efforts to such holders provide Tenant with a written agreement non-disturbance Agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property Tenant or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such ground lessor, mortgage holder or the purchaser lien holder of Landlord and encumbering Property. Landlord shall also use its best commercial reasonable efforts to provide Tenant with a non-disturbance Agreement in a form reasonable acceptable to Tenant for any ground lessors, mortgage holders, or lien holders of Landlord who may later come into existence at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trusttime after Lease execution, as but during the case may be, as Lessor under this Lease for the balance Term of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any a renewal option thereof. Any such subordination non-disturbance and Attornment Agreement on Lender’s form of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms such document. The initial proposed form of same is attached hereto as Exhibit “40.0” and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofa part hereof.

SUBORDINATION AND NON-DISTURBANCE. 18.1 Concurrently with the execution and delivery of any fee mortgage entered into after the date hereof, provided that the Tenant executes and delivers an agreement of the type described in Section 18.2, Landlord shall obtain and deliver to Tenant an agreement by the holder of such fee mortgage, pursuant to which, the applicable fee mortgagee (i) consents to this Lease, and (ii) agrees that, notwithstanding the terms of the applicable fee mortgage held by such fee mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such fee mortgage, or any transfer in lieu of foreclosure, (a) Tenant's rights under this Lease shall not be disturbed so long as Tenant is not in default hereunder, nor shall this Lease be terminated or cancelled at any time, except in the event that Landlord shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (b) BCC's option to purchase the Premises shall remain in force and effect pursuant to the terms of Section 44, and (c) in the event that BCC or its Affiliate elects to exercise its option to purchase the Premises and performs all of its obligations hereunder in connection with any such election, the holder of the fee mortgage shall release its fee mortgage upon payment by BCC or its Affiliate of the purchase price required under Section 44. 18.2 At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereoffee mortgagee, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty Tenant shall (30i) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their Tenant's rights and estate hereunder to each the fee mortgage held by such mortgage or deed of trust fee mortgagee, and (ii) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees Tenant will attorn to and recognize such holder fee mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such fee mortgage or deed of trust, as the case may be, as Lessor Landlord under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.the

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases now existing or hereafter executed affecting the request from time to time by one Building or more holders any of a the Real Property, or both; and (ii) the lien of any mortgage or deed of trust that may now existing or hereafter executed in any amount for which any of the Demised Premises, ground leases, underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be placed by Lessor upon the Leased Property subordinated any such ground leases or any part thereof, and such liens to underlying leases or to this Lease. In the event that any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants ground lease or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such underlying lease terminates for any reason or any mortgage or deed of trust that encumbers is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and at the Leased Property or any part thereof and agree with each option of such holder that Lessee and such subtenants and sublessees will successor, attorn to and recognize become Tenant of the successor in interest to Landlord, at the option of such holder successor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days of request by Landlord and in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or in the purchaser at any foreclosure sale or any sale under a power lien of sale contained in any such mortgage or deed of trust. If Tenant fails to timely execute such additional documents, Tenant hereby appoints Landlord as Tenant's attorney-in-fact for the case may besole purpose of executing such additional documents on behalf of Tenant. If requested by any present or future lender or ground lessor, as Lessor Tenant agrees to amend this Lease provided such amendment does not materially increase the obligations or materially decrease the rights of Tenant under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At 22.1 Tenant shall, subject to the conditions set forth below, at the request from of Landlord, in writing, cause its interest to become subordinate to any such first mortgage or first deed of trust which has been or shall be placed on the land and building or land or building of which the Premises form a part. Tenant shall, at any time hereinafter on demand, execute any instruments, releases, or other documents that may be required by any mortgagee, mortgagor, or trustor or beneficiary under any such first deed of trust or first mortgage for the purpose of subjecting and subordinating this Lease to time by one the lien of any such first mortgage or more holders first deed of a trust, provided, however, that such instrument must provide in effect that: (a) in the event of foreclosure or other action taken under the mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part holder thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all the rights of their rights and estate Tenant hereunder (including the right, if any, to each such mortgage or deed of trust that encumbers extend the Leased Property or any part Term thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (aadditional space) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed but shall continue in peaceful enjoyment of the Leased Property or the subleased property (full force and effect so long as applicable) nor Tenant shall this Lease (nor the applicable subleases) not be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leaseshereunder, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that such holder shall permit insurance proceeds and condemnation proceeds to be used for any period while it is Lessor hereunder, it will perform, fulfill restoration and observe all of Lessor's representations, warranties and agreements set forth herein or thereinrepair required by this Lease; and (c) agreeing, unless otherwise expressly provided in no property owned or removable by Tenant shall be subject to any lien of the mortgage or deed of trust. Tenant agrees that if the mortgagee, that all proceeds of beneficiary, or any person claiming under the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and mortgagee or beneficiary shall succeed to the extent required by interest of Landlord in this Lease, subject only to reasonable regulation regarding Tenant will recognize said mortgagee, beneficiary, or person as its landlord under the disbursement and application thereofterms of this Lease, provided that said mortgagee, beneficiary, or person for the period during which beneficiary, trustee, or person shall hold Landlord's interest in the Premises shall assume all of its obligations of Landlord hereunder.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lenders, within thirty ten (3010) days Business Days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such ten (10)-Business Day period, to such holders Facility Lender, an estoppel certificate along with a written agreement in a form and content reasonably acceptable to such holder Facility Lender whereby Lessee and such subtenants and sublessees subordinate subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust Facility Instrument that encumbers the Leased Property or any part thereof and agree agrees with each such holder Facility Lender that Lessee and such subtenants and sublessees Xxxxxx will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease, including the Purchase Option; provided, however, that each such holder Facility Lender simultaneously executes and delivers to Lessee a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled cancelled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any upon an Event of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases Default under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, Lessor shall obtain and deliver to Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to 'such Fee Mortgage or a transfer in lieu of foreclosure, (i) Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or cancelled at any time, except in the event that Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) Lessee's option to purchase the Leased Property shall remain in force and effect pursuant to the terms hereof and (iii) in the event that Lessee elects its option to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of requestFee Mortgagee, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust that encumbers the Leased Property or any part thereof Fee Mortgagee and (b) agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, Fee Mortgage as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable from as are reasonably requested by Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At SECTION 23.1 This Lease is and will at all times be subject and subordinate to (i) the request from time lien of any mortgage(s) on or affecting the Building or any part thereof, at the date hereof, and (ii) subject to time by one or more holders the provisions of a mortgage or deed of trust that may Section 23.2, any mortgage(s) hereafter be placed by Lessor upon made affecting the Leased Property Building or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and replacements, or extensions thereof, within thirty (30) days from irrespective of the date time of recording such mortgage(s). The provisions of this subordination shall be automatic and no further instrument of subordination will be necessary, but in confirmation of this subordination Tenant will, at Landlord's request, Lessee shall execute and deliver such further instruments as may be required by the holder(s) of said mortgage(s). SECTION 23.2 The subordination to any mortgage(s) hereafter made is expressly conditioned upon any such mortgagee(s) executing and shall have all subtenants or sublessees delivering to Tenant an agreement, in form for recording, pursuant to which such mortgagee(s) agrees that the leasehold estate granted to Tenant hereunder and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Leased Property execute and deliverDemised Premises will not be terminated, modified, affected or disturbed by any action which such mortgagee may take to such holders foreclose its mortgage or to enforce its rights or remedies, nor will Tenant be named a written agreement defendant in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate any foreclosure action, as long as no event of default has occurred under this Lease (other than events of default theretofore cured or in the process of being cured as permitted by the provisions of Article 8 hereof) and as long as Tenant pays the Base Rent and all of their rights additional rent due and estate performs its obligations hereunder to each such mortgage within the applicable grace periods and without offsets or deed of trust that encumbers the Leased Property defenses thereto, except as otherwise herein expressly set forth. SECTION 23.3 If any mortgagee or any part thereof and agree with each other person claiming by or through any mortgagee, or by or through any foreclosure proceeding or sale in lieu of foreclosure, succeeds to the rights of Landlord under this Lease, Tenant will, at the request of such holder that Lessee and such subtenants and sublessees will successor or at Landlord's request, attorn to and recognize such holder or successor as the purchaser landlord of Tenant under this Lease, and Tenant will promptly execute, acknowledge and deliver at any foreclosure sale or time any sale under a power of sale contained in any instruments requested by such mortgage or deed of trustperson to evidence such attornment and/or confirm Tenant's agreement to attorn. Upon such attornment, as the case may be, as Lessor under this Lease for the balance of the Term then remainingwill continue as a direct lease from such successor landlord to Tenant, upon and subject to all of the terms and provisions of this Lease; providedLease for the remainder of the Term, however, except that each such holder simultaneously executes and delivers a written agreement the successor landlord will not be: (a) consenting to this Lease and agreeing that, notwithstanding liable for any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other previous act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default Landlord under this Lease or the return of any of the Other Leases, Lessor shall have the right security deposit unless physically delivered to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth hereinsuccessor-landlord; (b) agreeing that subject to any offset, defense or counterclaim not expressly provided for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or thereinin this Lease which has theretofore accrued to Tenant against Landlord; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV bound by (i) any modification of this Lease and all Awards described in Article XV will be made available for restoration after the date of such mortgage, (ii) any prepayment of more than one (1) month's Base Rent or additional rent, or (iii) any assignment, surrender, termination, cancellation, waiver, release, amendment or modification of the Leased Property as and Lease, unless same has been expressly approved in writing by the holder of such mortgage through or by reason of which the successor landlord shall have succeeded to the extent required by rights of Landlord under this Lease; (d) bound by any security deposit which Tenant may have paid to any prior landlord, subject only unless such deposit is in an escrow fund available to reasonable regulation regarding mortgagee, or actually received by Mortgagee; (e) bound by any provision in the disbursement Lease which obligates the landlord to erect or complete any building or to perform any construction work or to make any improvements to the Demised Premises or to expand or rehabilitate any existing improvements or to restore any improvements following any casualty or taking; (f) bound by any notice of termination given by Landlord to Tenant without Mortgagee's written consent thereto; or (g) personally liable under the Lease and application thereofMortgagee's liability under the Lease shall be limited to the ownership interest of Lender in the Demised Premises. Tenant will further agree with Mortgagee that Tenant will not voluntarily subordinate the Lease to any lien or encumbrance without Mortgagee's prior written consent.

SUBORDINATION AND NON-DISTURBANCE. At Provided Tenant’s use and possession of the request from time Premises is not disturbed thereby, except as otherwise provided in a reasonable subordination, non-disturbance and attornment agreement (“SNDA”), this Lease and all of Tenant's rights hereunder, are and shall be subject and subordinate to time by one (i) every underlying lease, the rights of the overlandlord or more holders of a mortgage overlandlords under each underlying lease, all mortgages heretofore or deed of trust that may hereafter be placed by Lessor upon the Leased Property on or affecting any part thereofunderlying lease, alone or with other property, and any to all advances heretofore or hereafter made under such leasehold mortgage, and to all renewals, replacements, modifications, consolidations, spreaders replacements, substitutions, spreaders, additions and extensions thereofof any such leasehold mortgage, within thirty and (30ii) days from any mortgage now or hereafter affecting the date Demised Premises or any part or parts of requestsuch real property, Lessee or such real property and other property, and to each advance made or hereafter to be made under any such mortgage and to all renewals, modifications, consolidations, replacements, substitutions, spreaders, additions and extensions of any such underlying lease or leases and/or mortgages; provided however, and on condition, that with respect to such subordination of this Lease to any underlying lease or mortgage (whether presently existing now or in the future), the overlandlord or Mortgagee shall deliver to Tenant a SNDA in recordable form, which Tenant shall execute and deliver within twenty (20) days after Landlord’s request. The subordination provisions herein contained shall be self-operative and no further instrument of subordination shall have all subtenants or sublessees of be required. Landlord reserves the Leased Property execute and deliverright, by written notice to such holders a written agreement in a form reasonably acceptable Tenant to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing provide that, notwithstanding any in lieu of such other mortgagesubordination, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees foregoing provisions shall not be disturbed in peaceful enjoyment of apply to any or all mortgages hereafter entered into and the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV lien of this Lease and all Awards described in Article XV will shall be made available for restoration of the Leased Property as and superior to the extent required by this Leaselien of any such mortgage. In confirmation of such subordination, subject only to reasonable regulation regarding the disbursement Tenant shall execute and application thereofdeliver promptly any certificate that Landlord or its successors-in-interest may reasonably request.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders This Lease, all rights of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereofTenant in this Lease, and all interest or estate of Tenant in the Property, are expressly subject and subordinate to the lien of any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofMortgage. Tenant shall, within thirty ten (3010) days from the date after receipt of Landlord’s request, Lessee shall execute and deliver to Landlord and to any other person Landlord designates any instruments, releases or other documents reasonably required to confirm the subordination of this Lease as provided in this Section 15.1 to the lien of any Mortgage. The subordination to any future Mortgage provided for in this Section 15.1 shall have all subtenants be expressly conditioned upon the mortgagee’s agreement that so long as Tenant is not in default in the payment of Rent or sublessees the performance and observance of any covenant, condition, provision, term or agreement to be performed and observed by Tenant under this Lease, beyond any applicable grace or cure period that this Lease provides to Tenant, the holder of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all Mortgage shall not disturb Tenant’s possession of their the Premises or Tenant’s other rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for Lease. The lien of any existing or future Mortgage shall not encumber Tenant’s moveable trade fixtures or other personal property of Tenant located in or on the balance Premises. Landlord shall use its commercially reasonable efforts to cause any holder of a Mortgage on the Property to provide Tenant with a non-disturbance agreement indicating that so long as no Event of Default by Tenant exists hereunder, Tenant’s possession of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees Premises shall not be disturbed in peaceful enjoyment the event such mortgagee takes control of the Leased Property Property. Failure of Landlord to provide such non-disturbance agreement to Tenant shall not constitute a default by Landlord hereunder or excuse the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at performance by Tenant of any time, except in the event Lessee or such applicable subtenant or sublessee is in default of Tenant’s obligations under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At 21.2.1 Subject to 20.2.2, this Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the request from time to time by one or more holders of a Premises, are hereby made junior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to: (a) any mortgage or deed of trust that may hereafter be placed by Lessor (“Deed of Trust”) now in force and effect upon or encumbering Landlord’s interest in the Leased Property Premises, or any part portion thereof; (b) all collateral assignments by Landlord to any Mortgagee of the rents, issues and profits of or from any such Deed of Trust as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such Mortgagee (“Assignment of Rents”); and (c) all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to, any such Deed of Trust or Assignment of Rents (“Modifications”). The foregoing subordination provisions shall be automatic and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from self-operative without the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees necessity of the Leased execution of any further instrument or agreement of subordination on the part of Tenant. 21.2.2 By its signature below, Landlord hereby certifies to Tenant that on the Effective Date, there currently is only one Deed of Trust and Assignment of Rents encumbering the Property and the debt secured by such Deed of Trust and Assignment of Rents is less than forty percent (40%) of the current fair market sale value of the Property. Following the Commencement Date, Landlord shall use commercially reasonable efforts to cause any current Mortgagee to execute and delivera non-disturbance agreement which provides, among other things, that so long as Tenant is not in default under this Lease, neither Mortgagee nor any party taking possession of the Premises pursuant to a foreclosure of such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all Deed of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn Trust shall disturb Tenant’s right to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance possession of the Term then remaining, subject Premises pursuant to all of the terms and provisions of this Lease; provided, howeverLandlord’s obligation under this Section 21.1.2 shall be satisfied by making a written request to such Mortgagee to execute such non-disturbance agreement and if after such written request, such Mortgagee declines to execute such non-disturbance agreement, Landlord’s obligations under this Section 21.1.2 shall be satisfied and Landlord shall have no liability to Tenant for Landlord’s failure to deliver to Tenant such non-disturbance agreement executed by such Mortgagee. 21.2.3 In the event that Landlord enters into any new Deed of Trust and/or Assignment of Rents, upon the recording thereof, the same shall be deemed to be prior in lien and encumbrance to this Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the Premises, irrespective of the dates of execution, delivery or recordation of any such Deed of Trust or Assignment, provided, concurrent with such recording the Mortgagee gives to Tenant a nondisturbance agreement which provides, among other things, that each so long as Tenant is not then subject to an Event of Default under this Lease, neither Mortgagee nor any party taking possession of the Premises pursuant to a foreclosure of such holder simultaneously executes Deed of Trust shall disturb Tenant’s right to and delivers possession of the Premises pursuant to the terms of this Lease. Upon Landlord’s or any such Mortgagee’s request, Tenant shall promptly execute and deliver to the requesting party a subordination, non-disturbance and attornment agreement, commercially reasonable form (“SNDA”), that subordinates this Lease to any such Deed of Trust and contains a nondisturbance provision for the benefit of Tenant in the manner provided herein. If, within fifteen (15) business days following Tenant’s receipt of a written agreement (a) consenting request for an SNDA by Landlord or a Mortgagee, Tenant failed to deliver the requested SNDA to Landlord, Tenant shall be in material breach of this Lease, and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease and agreeing that, notwithstanding any or otherwise provided by Law or in equity as a result of such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.breach

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subject and subordinate to any first mortgage and to any junior mortgage that has been approved by the request from time to time by one or more holders of a mortgage or deed of trust first mortgagee that may now or hereafter be placed by Lessor upon the Leased Property or Building and/or the Land and to any part thereofand all advances to be made under such mortgages and to the interest thereon, and any and all renewals, replacements, modifications, consolidations, spreaders extensions and extensions consolidations thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate ; provided that this Lease shall only be subject and all of their rights and estate hereunder subordinate to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed if the mortgagee executes a subordination and non-disturbance agreement whereby such mortgagee agrees that, in consideration of trust, as the case may be, as Lessor under this Lease for the balance Tenant’s subordination of the Term then remaining, subject Lease to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees mortgagee shall not be disturbed in peaceful enjoyment of disturb the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except Tenant’s leasehold interest in the event Lessee or such applicable subtenant or sublessee Premises so long as Tenant is not in default under this Lease (subject to any applicable notice and cure period). Any mortgagee may elect to give this Lease priority to its mortgage, except that this Lease shall not have priority to (i) the prior right, claim and lien of such mortgagees in, to and upon any insurance proceeds and the disposition thereof under the mortgage; (ii) the prior right, claim and lien of such mortgagees in, to and upon any award or compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and to the right of disposition thereof under the mortgage; and (iii) any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of the mortgages and the execution of this Lease, or any of the Other Leases, Lessor shall have the right to terminate this Lease lien or the applicable subleases judgment which may arise any time under the terms of this Lease. In the event of such election and provisions expressly set forth herein; upon notification by such mortgagee, this Lease shall be deemed prior in lien to the said mortgage. This Article X shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver whatever instruments may be required by the first mortgagee or junior mortgagee to acknowledge such subordination or priority in a recordable form within fifteen (b15) agreeing Business Days following receipt by Tenant of such written request. Tenant’s failure to execute and deliver to the requesting party within five (5) days following a second written request for such instruments shall be considered a default of Tenant in accordance with Section 7.1(d) hereof. Such second written request shall include the following in capital letters on the written request “FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) DAYS SHALL BE DEEMED A DEFAULT OF TENANT.” Landlord represents that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds as of the casualty insurance described in Article XIV date of this Lease and all Awards described in Article XV will be made available for restoration of there is no mortgage encumbering the Leased Property as and to Building or the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofLand.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, the Lessor shall obtain and deliver to the Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) the Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event that the Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) the Lessee's option to purchase the Leased Property shall remain in force and effect pursuant to the terms hereof and (iii) in the event that the Lessee elects its option to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by the Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon any Fee Mortgagee, the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their the Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust Fee Mortgagee and (b) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Fee Mortgage as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, the Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable from as are reasonably requested by the Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subordinate and subject to all ground and underlying leases and to any first mortgages or deeds to secure debt thereon and to any first mortgages or deeds to secure debt covering the request from time fee of the Building, Building Parking Area or Land, that now or may hereafter affect the Building, Building Parking Area or Land, and to time by one all renewals, modifications or more holders of a replacements provided, however, that with respect to any ground lease, underlying lease and/ or first mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofto secure debt, within thirty (30) days after Tenant executes this Lease and, with respect to any future ground lease, underlying lease and/or first mortgage or deed to secure debt, on or before the effective date thereof, Landlord shall obtain from the date of requestits ground lessor, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders underlying lessor and/or mortgagee a written agreement in a form reasonably acceptable to such holder whereby Lessee with Tenant which shall be binding on their respective successors and such subtenants assigns and sublessees subordinate shall provide that so long as this Lease shall be in full force and all of their rights and estate hereunder effect (a) Tenant shall not be joined as a defendant in any proceeding which may be instituted to each such terminate or enforce the ground or underlying lease or to foreclose or enforce the mortgage or deed to secure debt; (b) Tenant's possession and use of trust that encumbers the Leased Property Land, Building Parking Area and Building in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to or any part thereof modification of or default under the ground or underlying lease or first mortgage or deed to secure debt; and agree with each such holder that Lessee (c) the ground and such subtenants underlying lessor and sublessees mortgagee will subordinate and subject their respective rights, if any, to the insurance proceeds payable under policies of insurance required to be carried by Landlord under Article 10 hereof. If the ground or underlying lessor and/or mortgagee or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such holder or successor-landlord as Tenant's landlord and the purchaser at any foreclosure sale or any sale under a power successor-landlord will accept such attornment and recognize such successor- landlord as Tenant's rights of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance possession and use of the Term then remaining, subject to all of Leased Premises in accordance with the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes . This clause shall be self- operative and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed no further instrument of trust, right, title attornment or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees recognition shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofrequired.

SUBORDINATION AND NON-DISTURBANCE. 18.1 Concurrently with the execution and delivery of any fee mortgage entered into after the date hereof, provided that the Tenant executes and delivers an agreement of the type described in Section 18.2, Landlord shall obtain and deliver to Tenant an agreement by the holder of such fee mortgage, pursuant to which, the applicable fee mortgagee (i) consents to this Lease, and (ii) agrees that, notwithstanding the terms of the applicable fee mortgage held by such fee mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such fee mortgage, or any transfer in lieu of foreclosure, (a) Tenant's rights under this Lease shall not be disturbed so long as Tenant is not in default hereunder, nor shall this Lease be terminated or cancelled at any time, except in the event that Landlord shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (b) BCC's option to purchase the Premises shall remain in force and effect pursuant to the terms of Section 44, and (c) in the event that BCC or its Affiliate elects to exercise its option to purchase the Premises and performs all of its obligations hereunder in connection with any such election, the holder of the fee mortgage shall release its fee mortgage upon payment by BCC or its Affiliate of the purchase price required under Section 44. 18.2 At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereoffee mortgagee, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty Tenant shall (30i) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their Tenant's rights and estate hereunder to each the fee mortgage held by such mortgage or deed of trust fee mortgagee, and (ii) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees Tenant will attorn to and recognize such holder fee mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such fee mortgage or deed of trust, as the case may be, as Lessor Landlord under this Lease for the -40- 47 balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, Tenant agrees to execute and provisions of this Leasedeliver such instruments in recordable form as are reasonably requested by Landlord or the applicable fee mortgagee; provided, however, that each such holder fee mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance type described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofSection 18.1 above.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or Facility Lenders with respect to any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lessee, within thirty ten (3010) days from the date of request, such Facility Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such ten (10)-day period, to such holders Facility Lender, an estoppel certificate along with a written agreement in a form and content reasonably acceptable to such holder Facility Lender whereby such Facility Lessee and such subtenants and sublessees subordinate subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust Facility Instrument that encumbers the portion of the Leased Property utilized by such Facility Lessee or any part thereof and agree agrees with each such holder Facility Lender that such Facility Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder Facility Lender simultaneously executes and delivers to such Facility Lessee a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, such Facility Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of such portion of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any Event of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases Default under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At 17.1 Upon closing of the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees sale of the Leased Property execute and deliverPremises pursuant to the Sale Agreement, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees Tenant will subordinate its rights under this Lease and all to the lien of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale mortgage, under a power of sale contained in any such mortgage or deed of trust, or to the rights of any person holding a beneficial interest in any lien resulting from any other method of financing or refinancing against the Leased Premises owned by Landlord or any portion thereof. Landlord will use commercially reasonable efforts to obtain a commercially reasonable written nondisturbance agreement from Landlord’s lenders with a lien against the Leased Premises as the case may be, as Lessor under this Lease for the balance of the Term then remainingEffective Date. 17.2 Tenant shall further subordinate to the lien of any new mortgage, subject to all deed of trust or the terms and provisions rights of this Leaseany person holding a beneficial interest in any lien resulting from any other method of financing or refinancing against the Leased Premises, whether now in existence or in the future acquired or constructed; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting Tenant shall not be required to this Lease and agreeing that, notwithstanding subordinate to any such other mortgage, deed of trust, rightground lease or mortgage that may be placed of record after the Effective Date unless Landlord delivers to Tenant, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any a written nondisturbance agreement in recordable form executed by the beneficiary of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, ground lessor, or mortgagee, in commercially reasonable form and substance, which provides, among other things, that all proceeds so long as Tenant is not in Breach under the Lease (after the lapse of applicable notice and cure periods), the beneficiary, ground lessor, or mortgagee will not disturb Tenant’s possession of the casualty insurance described in Article XIV Leased Premises after any foreclosure sale or other transfer. Tenant shall, within ten (10) days of a written request by Landlord, execute such further instruments or assurances as Landlord or its lender may deem reasonably necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and all Awards described in Article XV will be made available for restoration the obligations of the Leased Property as and to Tenant hereunder in the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofevent of any foreclosure proceeding or sale.

SUBORDINATION AND NON-DISTURBANCE. Lessor shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement, as defined below, from its existing mortgagee(s), ground Lessor and master Lessor, if any, of the Premises. At the request Lessor’s option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor which from time to time by one may encumber all or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage Premises or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Leaseright-of-way; provided, however, that each such holder simultaneously executes and delivers as a written agreement (a) consenting condition precedent to Lessee being required to subordinate its interest in this Lease and agreeing that, notwithstanding Agreement to any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of future Mortgage covering the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other LeasesPremises, Lessor shall have obtain for Lessee’s benefit a non-disturbance and attornment agreement for Lessee’s benefit in the form reasonably satisfactory to Lessee, and containing the terms described below (the “Non-Disturbance Agreement”), and shall recognize Lessee’s right to terminate remain in occupancy of and have access to the Premises as long as Lessee is not in default of this Lease Agreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party’s (“Lender’s”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the applicable subleases under Premises, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of this Agreement and provisions expressly set forth herein; (b2) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe Lessor’s obligations under this Agreement. Such Non-Disturbance Agreement must be binding on all of Lessor's representations, warranties its partnership interest or control and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided Lender’s participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In the event Lessor defaults in the payment and/or other performance of any mortgage or deed of trustother real property interest encumbering the Premises, that Lessee, may, at its sole option and without obligation, cure or correct Lessor’s default and upon doing so, Lessee shall be subrogated to any and all proceeds rights, titles, liens and equities of the casualty insurance described in Article XIV holders of such mortgage or other real property interest and Lessee shall be entitled to deduct and set off against all rents that may otherwise become due under this Lease and all Awards described in Article XV will be made available for restoration of Agreement the Leased Property as and sums paid by Lessee to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofcure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. At the request LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time by one may encumber all or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this LeaseProperty; provided, however, that each such holder simultaneously executes as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non-disturbance and delivers a written attornment agreement for LESSEE's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (athe “Non-Disturbance Agreement”), and shall recognize LESSEE's rights under this Agreement. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) consenting to this Lease and agreeing agreement that, notwithstanding any such other mortgage, deed of trust, right, title if Lender or interest, its successor-in-interest or any defaultpurchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, expirationLender or such successor-in-interest or Purchaser will honor all of the terms of the Agreement. Such Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, termination, foreclosure, sale, entry LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other act or omission underreal property interest in favor of Lender, pursuant (2) agrees to or affecting attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR's defaults, provided such cure is completed within the foregoingdeadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, Lessee LESSEE, may, at its sole option and such subtenants without obligation, cure or correct LESSOR's default and sublessees upon doing so, LESSEE shall not be disturbed in peaceful enjoyment subrogated to any and all rights, titles, liens and equities of the Leased Property holders of such mortgage or the subleased other real property (as applicable) nor interest and LESSEE shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default entitled to deduct and setoff against all rents that may otherwise become due under this Lease Agreement the sums paid by LESSEE to cure or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofcorrect such defaults.

SUBORDINATION AND NON-DISTURBANCE. At SECTION 23.1 This Lease is and will at all times be subject and subordinate to (i) the request from time lien of any mortgage(s) on or affecting the Building or any part thereof, at the date hereof, and (ii) subject to time by one or more holders the provisions of a mortgage or deed of trust that may Section 23.2, any mortgage(s) hereafter be placed by Lessor upon made affecting the Leased Property Building or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and replacements, or extensions thereof, within thirty (30) days from Irrespective of the date time of recording such mortgage(s). The provisions of this subordination shall be automatic and no further instrument of subordination will be necessary, but in confirmation of this subordination Tenant will, at Landlord's request, Lessee shall execute and deliver such further instruments as may be required by the holder(s) of said mortgage(s). SECTION 23.2 The subordination to any mortgage(s) hereafter made is expressly conditioned upon any such mortgagee(s) executing and shall have all subtenants or sublessees delivering to Tenant an agreement, in form for recording, pursuant to which such mortgagee(s) agrees that the leasehold estate granted to Tenant hereunder and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Leased Property execute and deliverDemised Premises will not be terminated, modified, affected or disturbed by any action which such mortgagee may take to such holders foreclose its mortgage or to enforce its rights or remedies, nor will Tenant be named a written agreement defendant in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate any foreclosure action, as long as no event of default has occurred under this Lease (other than events of default theretofore cured or in the process of being cured as permitted by the provisions of Article 8 hereof) and as long as Tenant pays the Base Rent and all of their rights additional rent due and estate performs its obligations hereunder to each such mortgage within the applicable grace periods and without offsets or deed of trust that encumbers the Leased Property defenses thereto, except as otherwise herein expressly set forth. SECTION 23.3 If any mortgagee or any part thereof and agree with each other person claiming by or through any mortgagee, or by or through any foreclosure proceeding or sale in lieu of foreclosure, succeeds to the rights of Landlord under this Lease, Tenant will, at the request of such holder that Lessee and such subtenants and sublessees will successor or at Landlord's request, attorn to and recognize such holder or successor as the purchaser landlord of Tenant under this Lease, and Tenant will promptly execute, acknowledge and deliver at any foreclosure sale or time any sale under a power of sale contained in any instruments requested by such mortgage or deed of trustperson to evidence such attornment and/or confirm Tenant's agreement to attorn. Upon such attornment, as the case may be, as Lessor under this Lease for the balance of the Term then remainingwill continue as a direct lease from such successor landlord to Tenant, upon and subject to all of the terms and provisions of this Lease; providedLease for the remainder of the Term, however, except that each such holder simultaneously executes and delivers a written agreement the successor landlord will not be: (a) consenting to this Lease and agreeing that, notwithstanding liable for any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other previous act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default Landlord under this Lease or the return of any of the Other Leases, Lessor shall have the right security deposit unless physically delivered to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth hereinsuccessor-landlord; (b) agreeing that subject to any offset, defense or counterclaim not expressly provided for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or thereinin this Lease which has theretofore accrued to Tenant against Landlord; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV bound by (i) any modification of this Lease and all Awards described in Article XV will be made available for restoration after the date of such mortgage, (ii) any prepayment of more than one (1) month's Base Rent or additional rent, or (iii) any assignment, surrender, termination, cancellation, waiver, release, amendment or modification of the Leased Property as and Lease, unless same has been expressly approved in writing by the holder of such mortgage through or by reason of which the successor landlord shall have succeeded to the extent required by rights of Landlord under this Lease; (d) bound by any security deposit which Tenant may have paid to any prior landlord, subject only unless such deposit is in an escrow fund available to reasonable regulation regarding mortgagee, or actually received by Mortgagee; (e) bound by any provision in the disbursement Lease which obligates the landlord to erect or complete any building or to perform any construction work or to make any improvements to the Demised Premises or to expand or rehabilitate any existing improvements or to restore any improvements following any casualty or taking; (f) bound by any notice of termination given by Landlord to Tenant without Mortgagee's written consent thereto; or (g) personally liable under the Lease and application thereofMortgagee's liability under the Lease shall be limited to the ownership interest of Lender in the Demised Premises. Tenant will further agree with Mortgagee that Tenant will not voluntarily subordinate the Lease to any lien or encumbrance without Mortgagee's prior written consent. SECTION 23.4 Notwithstanding the above provisions of this Section, a copy of the required form of Subordination and Non-Disturbance agreement has been attached hereto as Exhibit J.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, the Lessor shall obtain and deliver to the Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (A) the applicable Fee Mortgagee consents to this Lease and (B) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (I) the Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event that the Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (II) the Lessee's rights under this Lease shall not be diminished or adversely effected in any way provided no Event of Default exists hereunder, (III) all insurance proceeds received in 112 connection with any loss, injury or damage relating to the Leased Property shall be paid to the Lessor in accordance with the provisions of this Lease and the Fee Mortgagee shall have no rights with respect to any such proceeds unless the Lessee elects to terminate this Lease pursuant to the provisions of Section 13.2.2, (IV) the Lessee's Right of First Refusal to purchase the Leased Property shall remain in force and effect pursuant to the terms hereof and (V) in the event that the Lessee elects to exercise the Right of First Refusal to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by the Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon any Fee Mortgagee, the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (A) subordinate this Lease and all of their the Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust Fee Mortgagee, (B) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Fee Mortgage as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all remaining and (C) enter into a new lease with the Fee Mortgagee or the purchaser at any such sale on the same terms and conditions of this Lease for the balance of the terms Term then remaining. To effect the intent and provisions purpose of this Leasethe immediately preceding sentence, the Lessee agrees to execute and deliver such instruments in recordable from as are reasonably requested by the Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At Section 26.01. If Landlord has a leasehold interest in the request from time Premises or if the Premises are subject to time by one any mortgages or more holders of a mortgage or deed deeds of trust that may hereafter be placed by Lessor upon as of the Leased Property or any part thereofdate hereof, Landlord and Tenant shall, and any Landlord shall cause the fee simple owner of the Premises and all renewalseach holder of such mortgages or deeds of trust to, replacements, modifications, consolidations, spreaders and extensions thereof, execute within thirty (30) days from after the execution of this Lease a subordination, non-disturbance and attornment agreement in form and substance reasonably satisfactory to the parties thereto. If Landlord does not deliver the required subordination, non-disturbance and attornment agreement(s) to Tenant within thirty (30) days after the execution of the Lease, Tenant may terminate this Lease by written notice to Landlord at any time prior to the date Landlord delivers such executed agreement(s) to Tenant. Section 26.02. Landlord shall obtain for, and provide to, Tenant from each lender, mortgagee, underlying landlord or other party whose title might hereafter become superior to the title of requestLandlord, Lessee shall execute and deliver and shall or who may have all subtenants perfected or sublessees may perfect any title that might otherwise cause a termination of the Leased Property execute and deliverthis Lease (any such party being hereinafter referred to as a “Superior Mortgagee”), to such holders a written agreement executed by such Superior Mortgagee and Landlord, and to be executed by Tenant, in a form and substance reasonably acceptable satisfactory to the parties thereto, which agreement shall incorporate, among other things, provisions to the following effect: (a) that such holder whereby Lessee Superior Mortgagee shall at all times and such subtenants and sublessees subordinate this Lease and under all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at conditions, including, but not limited to, any foreclosure sale or any sale other repossession proceedings, recognize, permit and continue the tenancy of Tenant and its successor and assigns in the Premises and assume the obligations of Landlord under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, and (b) that each such holder simultaneously executes Superior Mortgagee shall require that any purchaser acquiring the Building and delivers a written agreement (a) consenting to the Land shall assume the obligations of Landlord under this Lease and agreeing that, notwithstanding any such other mortgage, deed so that the rights of trust, right, title Tenant or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees those holding under Tenant shall not be disturbed interfered with or affected in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofmanner whatsoever.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or Facility Lenders with respect to any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lessee, within thirty twenty (3020) days from the date of request, such Facility Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such twenty (20)-day period, to such holders Facility Lender, an estoppel certificate along with a written agreement in a form and content reasonably acceptable to such holder whereby Facility Lender and Facility Lessee and whereby, as to any Property of such subtenants and sublessees subordinate Facility Lessee encumbered by a Facility Instrument of such Facility Lender, such Facility Lessee subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof Facility Instrument and agree agrees with each such holder Facility Lender that such Facility Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease with respect to such Property for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that the applicable MPT Real Estate Owner and each such holder Facility Lender simultaneously executes and delivers to such Facility Lessee a written agreement (a) in form and content reasonably acceptable to such Facility Lender and Facility Lessee consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, such Facility Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased such Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any as a result of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all an Event of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofDefault.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more institutional holders of a mortgage or deed of trust that may hereafter be placed by Lessor the Landlord upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee Tenant shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their Tenant's rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such institutional holder that Lessee and such subtenants and sublessees Tenant will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor Landlord under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such institutional holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees Tenant shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor Landlord shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At the request from time Provided Landlord delivers to time by one or more holders of Tenant a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty "Non-Disturbance Agreement" (30as hereinafter defined) days from the date Mortgagee of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustMortgage, as the case may be, as and, if applicable, the Lessor under any Superior Lease, as the case may be, then this Lease for is subject and subordinate to each and every Superior Lease and to each and every Mortgage. This clause shall be self operative and no further instrument of subordination shall be required to make the balance interest of any Lessor or Mortgagee superior to the Term then remaininginterest of Tenant hereunder; however, subject Tenant shall execute and deliver promptly any commercially reasonable certificate that Landlord may request in confirmation of such subordination. Landlord shall use diligent, good faith efforts to all of provide to Tenant a non-disturbance agreement from Landlord's present Mortgagee with reasonable promptness following the terms parties' execution and provisions delivery of this Lease; provided, howeversaid non-disturbance agreement to be in the form of Schedule 3 hereto, that each and Landlord and Tenant agree to accept, execute and deliver such holder simultaneously agreement in such form, notwithstanding anything to the contrary contained in this Lease. Provided Tenant duly executes and delivers such non-­disturbance agreement to Landlord upon Tenant's execution and delivery of this Lease, if Tenant has not received a written non-disturbance agreement in the form of Schedule 3 executed by Landlord's present Mortgagee within forty (a40) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any days of the foregoingdate of this Lease, Lessee and then, if Tenant has still not received such subtenants and sublessees shall not be disturbed in peaceful enjoyment a non-disturbance agreement following five (5) Business Days written notice to Landlord given after the expiration of the Leased Property or the subleased property said forty (as applicable40) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any timeday period, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor Tenant shall have the right option, without liability, to terminate this Lease by delivering written notice of such termination to Landlord within ten (10) days after the expiration of said five (5) Business Day period, time being of the essence with respect to said termination notice. Landlord shall likewise use diligent, good faith, commercially reasonable efforts to provide to Tenant a commercially reasonable Non-Disturbance Agreement from any future Lessor(s) or the applicable subleases under the terms Mortgagee(s) in form and provisions expressly set forth herein; (bsubstance reasonably satisfactory to Landlord, Tenant and such future Mortgagee or Lessor. and Tenant's subordination to said future Mortgagee(s) agreeing that for or Lessor(s) shall be subject to Tenant receiving such a commercially reasonable Non-Disturbance Agreement. For purposes hereof, a "Non-Disturbance Agreement" from any period while it is future Mortgagee or future Lessor hereunder, it will perform, fulfill and observe all of shall be an agreement in such Mortgagee's or Lessor's representationsstandard form (subject to commercially reasonable comments by Landlord and Tenant), warranties and agreements set forth herein or therein; and (c) agreeingwhereby such Mortgagee under any Mortgage, unless otherwise expressly provided in and/or the mortgage or deed of trustLessor under any Superior Lease, as the case may be, agrees, inter alia, that all proceeds if any such party forecloses, takes title by a deed in lieu of foreclosure or otherwise exercises its rights under a Mortgage, or if such Lessor terminates or otherwise exercises its rights under such Superior Lease, as the casualty insurance described case may be (or any party acquires Landlord's interest in Article XIV this Lease), then as long as Tenant is not in breach of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by its obligations under this Lease, subject only such party shall not disturb Tenant's possession of the Premises, and shall attom to reasonable regulation regarding Tenant (and Tenant shall likewise attom to such party) under the disbursement then remaining terms of this Lease, and application thereof.such party shall perform Landlord's obligations under this Lease thereafter accruing. In addition, any Non-Disturbance Agreement hereunder may expressly include, inter alia, the provisions of Section 7.2(1) through (6)

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subject and subordinate to any first mortgage and to any junior mortgage that has been approved by the request from time to time by one or more holders of a mortgage or deed of trust first mortgagee that may now or hereafter be placed by Lessor upon the Leased Property or Building and/or the Land and to any part thereofand all advances to be made under such mortgages and to the interest thereon, and any and all renewals, replacements, modifications, consolidations, spreaders extensions and extensions consolidations thereof, within thirty provided that the mortgagee agrees not to disturb Tenant’s right of possession or its other rights under this Lease (30so long as Tenant is not in default hereunder beyond any applicable notice or cure period) days from in accordance with a Subordination and Non-Disturbance Agreement in the date mortgagee’s standard form (provided that such form is commercially reasonable). Any mortgagee may elect to give this Lease priority to its mortgage, except that the Lease shall not have priority to (i) the prior right, claim and lien of requestsuch mortgagees in, Lessee to and upon any insurance proceeds and the disposition thereof under the mortgage; (ii) the prior right, claim and lien of such mortgagees in, to and upon any award or compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and to the right of disposition thereof under the mortgage; and (iii) any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of the mortgages and the execution of this Lease, or any lien or judgment which may arise any time under the terms of this Lease. In the event of such election and upon notification by such mortgagee, this Lease shall be deemed prior in lien to the said mortgage. This Article X shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver a Subordination and shall have all subtenants Non-Disturbance Agreement in the mortgagee’s standard form (provided that such form is commercially reasonable) or sublessees whatever other instruments may be reasonably required by the first mortgagee or junior mortgagee to acknowledge such subordination or priority in a recordable form. Any mortgagee’s standard processing fee and any Landlord’s reasonable attorneys’ fees associated with the execution of the Leased Property execute Subordination and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust Non-Disturbance Agreement shall be payable as Additional Rent. Landlord represents that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions date of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any Landlord is the fee owner of the foregoing, Lessee Building and such subtenants Land and sublessees shall not be disturbed in peaceful enjoyment of there is no mortgage encumbering the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofBuilding and/or Land.

SUBORDINATION AND NON-DISTURBANCE. At the request from time A. This lease shall be subject and subordinate to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all mortgages which may now or hereafter affect the Landlord's interest in the real property of which the Demised Premises form a part and of all renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereof. This clause shall be self- operative and no further instruments of subordination shall be required. In confirmation of such subordination, within thirty (30) days from the date of request, Lessee Tenant shall execute and deliver and shall have all subtenants promptly any certificate or sublessees instrument that Landlord and/or the holder of any mortgage may reasonably request to evidence such subordination. B. The foregoing subordination as it pertains to any mortgages hereafter made, which term includes any agreement modifying any mortgage now in existence or hereafter made, is expressly contingent upon the agreement of the Leased Property execute and deliverholder of any such mortgage, in recordable form, to such holders a written be delivered to the Tenant, which agreement shall provide, in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any pertinent part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, follows: "So long as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall Tenant is not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or lease beyond any of the Other Leasesapplicable grace and cure period, Lessor shall have the right which would entitle Landlord to terminate this Lease lease or would cause, without any further action of Landlord, the applicable subleases termination of this lease or would entitle Landlord to dispossess Tenant thereunder, mortgagee agrees with the Tenant that the mortgagee (i) will not disturb the peaceful and quiet possession of the Premises by Tenant by reason of any foreclosure or otherwise, (ii) will not join Tenant as party in any action or proceeding brought pursuant to the mortgage and (iii) will release casualty insurance proceeds and condemnation awards to which the holder of the mortgage is entitled under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will to be made available for applied toward restoration of the Leased Property as and to Premises consistent with the extent required by this Lease, subject only to reasonable regulation regarding provisions of the disbursement and application thereoflease."

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, the Lessor shall obtain and deliver to the Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) the Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event that the Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) the Lessee's options to purchase the Leased Property pursuant to Articles 13 and 14 of this Lease shall remain in force and effect pursuant to the terms hereof and (iii) in the event that the Lessee elects its option to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by the Lessee of the purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the indebtedness secured by the applicable Fee Mortgage is equal to or greater than the purchase price or (2) in the event that the purchase price is greater than the indebtedness secured by the Fee Mortgage, a portion of the purchase price equal to the indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon any Fee Mortgagee, the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their the Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust Fee Mortgagee and (b) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Fee Mortgage as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, the Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable from as are reasonably requested by the Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At (a) This Lease is and shall be subject, subordinate and postponed to all Landlord’s Mortgages to the request intent that, without execution of any document other than this Lease, the Landlord’s Mortgages shall have priority over this Lease notwithstanding the respective dates of execution, delivery or registration thereof, provided the Landlord’s Mortgagee and any other mortgagee seeking priority over this Lease from time to time by one or more holders of time, shall provide the Tenant and the Tenant’s Lender with a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereofnon-disturbance agreement, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee the Landlord’s Mortgagee, the Tenant and such subtenants and sublessees subordinate the Tenant’s Lender, each acting reasonably, permitting the Tenant, or the Tenant’s Lender acquiring title to the Tenant’s interest in the Premises, to continue in quiet possession of the Premises in accordance with the terms of this Lease, notwithstanding any default by the Landlord under any Landlord’s Mortgage. Promptly upon execution of this Lease and all by the Tenant in respect of their rights and estate hereunder any Landlord’s Mortgages then registered against the title of the Land, the Landlord shall deliver to the Tenant from the Landlord’s Mortgagees an acknowledgement in writing addressed to the Tenant, whereby each such mortgage or deed Landlord’s Mortgagee acknowledges that, in the event of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustLandlord’s Mortgagee realizing upon the security, as it will not disturb the case may be, as Lessor Tenant and will permit the Tenant to remain in possession under this Lease for in accordance with its terms so long as there is not then a default by the balance of Tenant. (b) Without limiting the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any generality of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment the Tenant agrees to execute, within fifteen (15) days following the written request of the Leased Property Landlord or a Landlord’s Mortgagee, any document in confirmation of such subordination, postponement and priority which the subleased property (as applicable) nor shall this Lease (nor Landlord may reasonably request, provided that the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any Tenant receives a non-disturbance agreement of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance type described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of Section 6.22(a) from the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofrelevant Landlord’s Mortgagee.

SUBORDINATION AND NON-DISTURBANCE. At 20.1 This Lease and all of the request from time rights of Tenant hereunder are and shall be subject and subordinate to time by one the lien of any Fee Mortgage now existing or more holders of a mortgage or deed of trust that may hereafter be hereinafter placed by Lessor upon on the Leased Property or any part thereoffee estate in the Premises, and to any and all renewals, replacements, modifications, consolidations, spreaders replacements, extensions or substitutions of any such Fee Mortgage(s), provided that with respect to Fee Mortgages, (i) Landlord shall deliver to Tenant a “non-disturbance” agreement from its current Fee Mortgagee on such Fee Mortgagee’s standard form non-disturbance agreement attached hereto as Exhibit G, and extensions thereof(ii) with respect to any future Fee Mortgages, within thirty Landlord shall use commercially reasonable efforts to cause any such future Fee Mortgagee to deliver to Tenant a “non-disturbance” agreement in form substantially similar to the form annexed hereto as Exhibit H, so long as no Event of Default shall have occurred. 20.1.1 Tenant agrees that, at the option of each Fee Mortgagee, neither the foreclosure of any Fee Mortgage nor the institution of any foreclosure proceedings shall, by operation of law or otherwise, result in cancellation of this Lease. In the event any proceedings are brought for the foreclosure of any such Fee Mortgage, Tenant shall attorn to the Fee Mortgagee, its designee or assignee or any purchaser at such foreclosure sale or grantee of a deed given in lieu of foreclosure (30“Successor Landlord”) days from the date of requestand recognize such Successor Landlord as Landlord under this Lease, Lessee and all rights and obligations under this Lease shall continue as though such foreclosure proceedings had not been brought; 20.1.2 Tenant shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders Successor Landlord such further assurance and other documents, including a written agreement new lease upon the same terms and conditions as this Lease confirming such attornment; and 20.1.3 Tenant waives the provisions of any statute or rule of law now or hereafter in a form reasonably acceptable effect which may give or purport to such holder whereby Lessee and such subtenants and sublessees subordinate give it any right of election to terminate or otherwise adversely affect this Lease and all the obligations of their rights and estate Tenant hereunder to each such mortgage or deed by reason of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed foreclosure proceeding. Upon the Successor Landlord succeeding to the rights of trust, as the case may be, as Lessor Landlord under this Lease for the balance of the Term then remainingand Tenant attorning and recognizing such Successor Landlord as Landlord under this Lease, subject to subparagraph 20.1.2, this Lease shall continue in full force and effect as a direct Lease between Tenant and the Successor Landlord upon and subject to all then executory terms, covenants and conditions of this Lease. 20.2 The subordination of this Lease as provided in this Article 20 shall be automatic, without the execution of any further subordination agreement by Tenant. If, however, a written subordination agreement, consistent with all of the terms and provisions of this Lease; providedparagraph 20.1, howeveris required by a Fee Mortgagee, that each such holder simultaneously executes Tenant shall immediately on demand execute, acknowledge and delivers a written agreement (a) consenting deliver the same and in the event of failure so to do, Landlord may, in addition to any other remedies for breach of this Lease by Tenant, execute, acknowledge, and agreeing thatdeliver the same as the agent or attorney in fact of Tenant, notwithstanding and Tenant hereby irrevocably constitutes Landlord its attorney-in-fact coupled with an interest for such purpose. 20.3 In no event shall any Fee Mortgagee which becomes a Successor Landlord be: 20.3.1 liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord prior to the date on which such other mortgageFee Mortgagee or its nominee or designee becomes owner of the fee interest in the Premises; 20.3.2 responsible for any monies owing by or on deposit with Landlord to the credit of Tenant whether in the nature of security or otherwise unless and to the extent such monies are delivered to such Fee Mortgagee; 20.3.3 subject to any counterclaim or set-off against Landlord which theretofore accrued to Tenant; 20.3.4 bound by any previous modification of this Lease (made while its Fee Mortgage was a lien against the Premises) or by any previous prepayment of fixed annual rent for more than one month unless same was done with the prior written consent of such Fee Mortgagee; or 20.3.5 liable to Tenant or the holder of any permitted leasehold mortgage beyond the interest of such Fee Mortgagee in the Premises and the rents, deed of trustincomes, rightreceipts, title or interestrevenues, or issues and profits issuing therefrom. 20.4 If any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have by Landlord would give Tenant the right to terminate this Lease or to claim a partial or total eviction, Tenant will not exercise such right unless Tenant has given written notice of such act or omission to each Fee Mortgagee whose name and address shall have been furnished to Tenant. If within ten (10) days after Tenant gives such notice, the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing Fee Mortgagee does not notify Tenant that for any period while it is Lessor hereunder, it will performremedy the act or omission in question, fulfill and observe all Tenant may exercise such rights. However, if Tenant receives such notice from a Fee Mortgagee, Tenant will not exercise such rights until a reasonable period for remedying such act or omission shall have elapsed following the giving of Lessor's representationssuch notice by the Fee Mortgagee during which time such Fee mortgagee, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Leasewith reasonable diligence, subject only to reasonable regulation regarding the disbursement unavoidable delays, has commenced and application thereof.is continuing to remedy such act or omission or is causing it to be remedied. 36

SUBORDINATION AND NON-DISTURBANCE. At (a) This lease and Tenant's rights hereunder shall be subject and subordinate at all times in lien and priority to any first mortgages and/or other mortgages or financing arrangements now or hereafter placed upon or affecting the request from time to time by one Premises or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereofComplex, and any and to all renewals, replacements, modifications, consolidations, spreaders consolidations and extensions thereof, within thirty (30) days from without the date necessity of request, Lessee any further instrument or act on the part of Tenant. Tenant shall execute and deliver upon demand any further instrument or instruments of attornment that may be desired by any mortgagee or proposed mortgagee or by any other person. If Tenant has not executed the instrument(s) within five (5) business days, then Tenant hereby appoints Landlord the attorney-in-fact of Tenant irrevocably (such power of attorney being coupled with an interest), to execute and deliver any such instrument or instruments for and in the name of Tenant. Notwithstanding the foregoing, any mortgagee may at any time subordinate its mortgage to this lease, without Tenant's consent, by giving notice in writing to Tenant, and thereupon this lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery and in that event such mortgagee shall have all subtenants or sublessees the same rights with respect to this lease as though this lease had been executed prior to the execution and delivery of the Leased Property execute mortgage and deliver, had been assigned to such holders a written mortgagee. (b) The Tenant agrees that if any mortgagee shall succeed to the interest of the Landlord under the Lease, the mortgagee shall not be (i) liable for any act or omission of any prior Landlord under the Lease; or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord. (c) The Landlord, at its expense, shall exercise its best efforts to secure from the current mortgagee, and from any subsequent mortgagee, an agreement for the benefit of the Tenant which shall provide that so long as the Tenant is not in a form reasonably acceptable default under the Lease and so long as the Tenant continues to perform its obligations thereunder, the Lease shall not be terminated by such holder whereby Lessee and such subtenants and sublessees subordinate mortgagee nor shall the use, possession or enjoyment of the Premise by the Tenant be disturbed or interfered with, nor shall the leasehold estate granted by this Lease be affected in any other manner, in any foreclosure or other action or proceeding constituted to take possession of the Premises or the Complex. (d) Tenant agrees that if the interest of the Landlord in the Premises shall be transferred to or owned by a mortgagee by reason of foreclosure or other proceedings brought by such mortgagee, or by any other manner, the Tenant shall attorn to the mortgagee (or its assigns), as its landlord and be bound to the mortgagee (or its assigns), under all of their rights the terms, covenants and estate hereunder to each such mortgage or deed conditions of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remainingterm remaining and any extensions or renewals thereof, subject with the same force and effect as if such mortgagee (or its assigns) were the landlord under the Lease, including, without limitation, the obligation to pay all rentals due under the Lease to such mortgagee (or its assigns). Such attornment shall be effective and self-operative without the execution of any further instruments on the part of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement parties hereto as soon as the mortgagee (aor its assigns) consenting succeeds to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any the interest of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed Landlord in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at Premises. Tenant may rely on any time, except in the event Lessee or reasonable notice of such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereoftransfer without further inquiry.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, LESSOR shall obtain a Non‑Disturbance Agreement, as defined below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At the request LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time by one may encumber all or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this LeaseProperty; provided, however, that each such holder simultaneously executes as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non‑disturbance and delivers a written attornment agreement for LESSEE's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (athe “Non‑Disturbance Agreement”), and shall recognize LESSEE's rights under this Agreement. The Non‑Disturbance Agreement shall include the encumbering party's (“Lender's”) consenting to this Lease and agreeing agreement that, notwithstanding any such other mortgage, deed of trust, right, title if Lender or interest, its successor‑in‑interest or any defaultpurchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, expirationLender or such successor‑in‑interest or Purchaser will honor all of the terms of the Agreement. Such Non‑Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non‑Disturbance Agreement, termination, foreclosure, sale, entry LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other act or omission underreal property interest in favor of Lender, pursuant (2) agrees to or affecting attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR's defaults, provided such cure is completed within the foregoingdeadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, Lessee LESSEE, may, at its sole option and such subtenants without obligation, cure or correct LESSOR's default and sublessees upon doing so, LESSEE shall not be disturbed in peaceful enjoyment subrogated to any and all rights, titles, liens and equities of the Leased Property holders of such mortgage or the subleased other real property (as applicable) nor interest and LESSEE shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default entitled to deduct and setoff against all rents that may otherwise become due under this Lease Agreement the sums paid by LESSEE to cure or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofcorrect such defaults.

SUBORDINATION AND NON-DISTURBANCE. At This Lease shall be subordinate and subject to all Mortgages; provided, however, that with respect to any existing Mortgage, no later than the request from time date Tenant executes and delivers this Lease and, with respect to time by one any future Mortgage, on or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon before the Leased Property or any part effective date thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days Landlord shall obtain from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders Mortgagee a written agreement with Tenant binding on their respective legal representatives, successors and assigns that provides, among other provisions, that so long as this Lease shall be in full force and effect and there shall be no Event of Default hereunder (a) Tenant shall not be joined as a form reasonably acceptable defendant in any proceeding which may be instituted to such holder whereby Lessee foreclose or enforce the Mortgage, and such subtenants and sublessees subordinate (b) Tenant's rights under this Lease and all possession and use of their rights and estate hereunder the Premises in accordance with the provisions of this Lease shall not be terminated, diminished, affected or disturbed by reason of the subordination to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees modification of or default under the Mortgage. If the Mortgagee or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such holder or successor-landlord as Tenant's landlord provided the purchaser at any foreclosure sale or any sale under a power of sale contained in any successor-landlord accepts such mortgage or deed of trust, as the case may be, as Lessor attornment and recognizes Tenant's rights under this Lease for the balance and Tenant's rights of possession and use of the Term then remaining, subject to all of Premises in accordance with the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this This Lease and all rights of their rights Lessee hereunder, shall be and estate hereunder are hereby subordinate in all respects to each such mortgage the lien or deed charge of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or deed to secure debt and/or other act or omission under, pursuant to or affecting security interest (any of the foregoing, a "Security Interest") granted or conveyed with respect to the Property or any portion thereof to the holder of any such Security Interest, whether now existing or hereafter be placed on or affecting the Property or Lessor’s interest or estate therein, and to each advance made and/or hereafter to be made under any such Security Interest, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefore, provided Lessee in return shall receive a reasonable Non-disturbance Agreement from the entity requesting said subordination, and Lessee shall agree to attorn to said party. In confirmations of such subtenants subordination, Lessee shall and sublessees hereby agrees to promptly execute and deliver any certificate, statement or subordination agreement acknowledging or confirming such subordination that Lessor and/or any benefited party under the Security Interest, together with respective successors and assigns, may request. Notwithstanding the foregoing, however, it is agreed that the provisions of this Section 14 are self-operative and that no such certificate, statement or subordination agreement shall not be disturbed necessary in peaceful enjoyment order to effect the subordination of this Lease to the lien of the Leased Property or Security Instrument. Lessee also agrees that at the subleased property (as applicable) nor request of Lessor, Lessee shall this Lease (nor the applicable subleases) be terminated or canceled at provide any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under third party with a reasonable estoppel certificate confirming the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV conditions of this Lease and all Awards described in Article XV will be made available for restoration certifying as to the status of the Leased Property as Agreement. Lessee acknowledges that the terms of this Section 14 are material provisions of this Lease and to that the extent required breach of this Section 14 by Lessee shall constitute a material breach of this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At ..20.1. Upon the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereofLandlord in writing, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee Tenant shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all the liens hereof to the lien of their any Mortgage (as hereinafter defined) covering the Premises, irrespective of the time of execution or the time of recording of the Mortgage; provided however, that, prior to any such subordination, the Mortgagee (as hereinafter defined) shall enter into a written agreement with Tenant in recordable form, specifying that, in the event of foreclosure or other action taken under the Mortgage, this Lease and the rights of Tenant hereunder shall not be disturbed but shall continue in full force and estate hereunder to each such mortgage or deed of trust effect so long as Tenant shall not be in default hereunder. Tenant agrees that encumbers if the Leased Property Mortgagee or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees person claiming under the Mortgagee shall succeed to the interest of Landlord in this Lease, Xxxxxx will attorn to and recognize such holder said Mortgagee or the purchaser at any foreclosure sale or any sale person as its landlord under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting said Mortgagee or person shall assume in writing all of the obligations of Landlord hereunder during the period that said Mortgagee or person holds Xxxxxxxx’s interest in the Premises. If any Mortgagee shall elect to have this Lease prior to the Mortgage, it shall give written notice thereof to Tenant, whether this Lease is dated prior or subsequent to the date of said Mortgage or the date of recording thereof. ..20.2. As used herein, the term “Mortgage” means mortgages, deeds of trust and agreeing thatother similar instruments, notwithstanding and modifications and extensions thereof and the term “Mortgagee” means any such other lender which holds a mortgage, or any party which is a beneficiary under a deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At the request from time 19.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to time by one all fee and leasehold mortgages which may now, or more holders hereafter affect all or any portions of a The Premises, to each and every new mortgage or deed of trust that may advance made or hereafter to be placed by Lessor upon the Leased Property or any part thereofmade under such mortgages, and any and to all renewals, replacements, modifications, consolidations, replacements and extension of such mortgages and spreaders and extensions thereofconsolidations of such mortgages, within thirty (30) days from provided that as to any mortgages that become liens of record after the date of requestthis lease: (a) the mortgagees thereunder shall each enter into a non-disturbance agreement, Lessee in favor of Tenant, to provide that in the event its said mortgage shall execute be foreclosed and deliver provided that there is no Event of Default continuing hereunder, this lease shall not terminate on account thereof so long as Tenant continues to pay the rents reserved in this Lease and shall have otherwise performs and observes all subtenants or sublessees of the Leased Property terms, covenants, conditions and provisions of this Lease to be performed and observed by or on behalf of Tenant hereunder, provided that the lien of any mortgages shall cover any structures installed by the Tenant on The Premises. The provisions of this Article 19 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all within 5 days of their rights and estate hereunder to each such mortgage or deed of trust request, any instruments that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Landlord, or the purchaser at holder of any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any defaultof their respective successors in interest, expiration, termination, foreclosure, sale, entry or other may reasonably request to evidence such subordination. 19.02 In the event of any act or omission underof Landlord which would give Tenant the right, pursuant immediately or after lapse of a period of time, to cancel or affecting any of the foregoingterminate this lease, Lessee and such subtenants and sublessees or to claim a partial or total eviction, Tenant shall not be disturbed in peaceful enjoyment exercise such right until it has given written notice to the Landlord, if there is a mortgagee, to the mortgagee, of the Leased Property such act or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated omission, and if it is one which is not capable of being remedied by Landlord or canceled at any mortgagee within a reasonable amount of time, except until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when all such mortgagees shall have become entitled under such mortgages to remedy the same (which reasonable period shall in no event be less than the event Lessee or such applicable subtenant or sublessee is in default period to which Landlord would be entitled under this Lease lease or otherwise, after similar notice, to effect such remedy), provided any such mortgagee shall, with due diligence, give Tenant written notice of intention to, and shall commence and continue to, remedy such act or omission, but nothing herein contained shall obligate any mortgagee to do so unless it so elects. 19.03 If a mortgagee shall succeed to the Other Leases, Lessor shall have the right to terminate rights of Landlord a) Not be liable for any previous act or omission of Landlord under this Lease or the applicable subleases under the terms and provisions expressly set forth hereinLease; (b) agreeing that Not be subject to any offset, not expressly provided for any period while it is Lessor hereunderin this Lease, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein which shall have theretofore accrued or thereinwhich may thereafter accrue to Tenant against Landlord; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed Not be bound by any previous modification of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only not expressly provided for in this lease, other than a modification of this lease executed by Landlord and Tenant prior to reasonable regulation regarding the disbursement and application thereofnotice of the execution of any mortgage, or by any previous prepayment of more than one month's annual rental, unless, if such modification or prepayment shall have been made by Tenant after its' receipt of notice of the existence of such mortgage(s), such modification or prepayment shall have been expressly approved in writing by the mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease.

SUBORDINATION AND NON-DISTURBANCE. At This Lease is subject and subordinate to the request from time lien, provisions, operation and effect of any Mortgage, to time by one or more holders of a mortgage or deed of trust that may hereafter all funds and indebtedness intended to be placed by Lessor upon the Leased Property or any part thereofsecured thereby, and any and to all renewals, replacementsextensions, modifications, consolidationsrecastings or refinancings thereof. A Lender holding a Mortgage to which this Lease is subordinate shall have the right (subject to any required approval of the holder of any superior Mortgage with respect to the Mortgage) at any time to declare this Lease to be superior to the lien, spreaders provisions, operation and extensions thereofeffect of such Mortgage and Tenant shall execute, acknowledge and deliver, within ten (10) Business Days after written request, all documents reasonably required by such Lender in confirmation thereof. With respect to each Mortgage, Landlord shall obtain from each Lender, for the benefit of both Tenant and Lender, a commercially reasonable subordination, non-disturbance and attornment agreement, which shall provide in part that so long as Tenant is not in default hereunder, Tenant’s leasehold estate, use, possession, tenancy rights, options and occupancy under this Lease shall remain undisturbed and shall survive any foreclosure or similar action by Lenders and Tenant shall execute any such agreement within ten (10) Business days after request, provided that with respect to any Mortgage existing on the Effective Date, it shall be a condition to Tenant’s performance hereunder that on or prior to the date that is thirty (30) days from after the date of requestEffective Date, Lessee shall execute Tenant and deliver and the Lender under any such Mortgage shall have all subtenants or sublessees of entered into and recorded in the Leased Property execute Mecklenburg County Public Registry a commercially reasonable subordination, non-disturbance and deliverattornment agreement, to such holders a written agreement which shall provide in a form reasonably acceptable to such holder whereby Lessee part that so long as Tenant is not in default hereunder, Tenant’s leasehold estate, use, possession, tenancy rights, options and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor occupancy under this Lease for the balance of the Term then remaining, subject to all of the terms shall remain undisturbed and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding shall survive any such other mortgage, deed of trust, right, title foreclosure or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required similar action by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofLender.

SUBORDINATION AND NON-DISTURBANCE. At As of the request from time to time by one or more holders date of the Lease, Landlord does not own the fee interest in the Project. In the event that as of the Commencement Date there exists a mortgage or deed of trust that may hereafter recorded against the Premises, then prior to the Commencement Date and as a condition to the effectiveness of Tenant's obligations under this Lease (but not Tenant's obligations pursuant to the Work Letter Agreement attached as Exhibit "G" hereto), Landlord will deliver to Tenant a commercially reasonable non-disturbance agreement executed by such superior lienholder agreeing in substance that, so long as Tenant is not in default under the terms of this Lease, its tenancy and all of its rights hereunder will not be placed by Lessor upon disturbed throughout the Leased Property or any part thereof, term of this Lease and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from which agreement shall be substantially in the date form of request, Lessee shall execute and deliver and shall have all subtenants or sublessees Exhibit "J." If Tenant is required to subordinate its interests under the Lease to the lien of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such any mortgage or deed of trust that encumbers or to any lien holder in the Leased Property or future, Tenant's obligation to subordinate its interests is conditioned upon any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such lien holder or prospective lien holder providing Tenant with a commercially reasonable non-disturbance agreement in the purchaser at any foreclosure sale or any sale form attached hereto as Exhibit "J" which, in substance, agrees that so long as Tenant is not in default under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes its tenancy for the use and delivers a written agreement (a) consenting purposes herein described and all rights granted to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall Tenant hereunder will not be disturbed and will remain in peaceful enjoyment of full force and effect throughout the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV term of this Lease and all Awards described any extensions thereof. Tenant's duties and obligations hereunder will not be modified in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofany way without Tenant's prior written consent.

SUBORDINATION AND NON-DISTURBANCE. Concurrently with the execution and delivery of any Fee Mortgage entered into after the date hereof, provided that the Lessee executes and delivers an agreement of the type described in the following paragraph, the Lessor shall obtain and deliver to the Lessee an agreement by the holder of such Fee Mortgage, pursuant to which, (a) the applicable Fee Mortgagee consents to this Lease and (b) agrees that, notwithstanding the terms of the applicable Fee Mortgage held by such Fee Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under or pursuant to such Fee Mortgage or a transfer in lieu of foreclosure, (i) the Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event that the Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein, (ii) the Lessee's option to purchase the Leased Property shall remain in force and effect pursuant to the terms hereof and (iii) in the event that the Lessee elects its option to purchase the Leased Property and performs all of its obligations hereunder in connection with any such election, the holder of the Fee Mortgage shall release its Fee Mortgage upon payment by the Lessee of the applicable purchase price required hereunder, provided, that (1) such purchase price is paid to the holder of the Fee Mortgage, in the event that the Indebtedness secured by the applicable Fee Mortgage is equal to -98- 110 or greater than such purchase price or (2) in the event that such purchase price is greater than the Indebtedness secured by the Fee Mortgage, a portion of such purchase price equal to the Indebtedness secured by the Fee Mortgage is paid to the Fee Mortgagee and the remainder of the purchase price is paid to the Lessor. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon any Fee Mortgagee, the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees (a) subordinate this Lease and all of their the Lessee's rights and estate hereunder to each the Fee Mortgage held by such mortgage or deed of trust Fee Mortgagee and (b) agree that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder Fee Mortgagee or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Fee Mortgage as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all . To effect the intent and purpose of the terms immediately preceding sentence, the Lessee agrees to execute and provisions of this Leasedeliver such instruments in recordable form as are reasonably requested by the Lessor or the applicable Fee Mortgagee; provided, however, that each such holder Fee Mortgagee simultaneously executes executes, delivers and delivers records a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except type described in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofpreceding paragraph.

SUBORDINATION AND NON-DISTURBANCE. At This Lease is subject and subordinate to (i) all present and future ground or underlying leases of the request from time Premises, if any, (ii) the lien of any mortgages or trust deeds now or later encumbering title to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property all or any part thereofportion of the Premises, and any and (iii) all renewals, replacementsextensions, modifications, consolidationsconsolidations and replacements of those ground or underlying leases, spreaders mortgages or trust deeds, and extensions thereof(iv) all advances made or to be made upon the security of those mortgages or trust deeds, within thirty unless the applicable Interest Holder agrees or requires in writing that this Lease be superior to their respective interests in the Premises. Notwithstanding the foregoing, Landlord’s existing Interest Holder and Tenant have executed and delivered to each other a mutually acceptable form of subordination, non-disturbance and attornment agreement (30a “SNDA”) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees effective as of the Leased Property execute Effective Date. In addition, in consideration of, and deliveras a condition precedent to, Tenant’s agreement to such holders permit its interest arising under the terms of this Lease to be subordinated to any particular future ground or underlying lease of the Project or to the lien of any mortgage or trust deed subsequently encumbering title to all or any portion of the Project, or to any renewals, extensions, modifications, consolidations and replacements of that lease, mortgage or trust deed, the applicable Interest Holder shall tender to Tenant a written agreement SNDA in a commercially reasonable form reasonably acceptable to Tenant. Under the terms of each such holder whereby Lessee SNDA executed in Tenant’s favor in accordance with the immediately preceding sentence, the executing Interest Holder must agree that, so long as no Lease Event of Default has occurred and such subtenants is continuing, the Interest Holder shall not disturb Tenant’s possession, rights and sublessees subordinate leasehold interest arising under the terms of this Lease and all if Landlord defaults in the performance of their rights and estate hereunder any of its obligations arising under the terms of the Interest Holder’s lease or mortgage, as the case may be. Subject to each Tenant’s receipt of such SNDA, if any proceedings are brought for the foreclosure of any mortgage described above, or deed of trust that encumbers the Leased Property if any ground or underlying lease is terminated, Tenant shall attorn, without any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn deductions or set-offs whatsoever, to and recognize such holder or the purchaser at any the foreclosure sale or any sale to the lessor under a power of sale contained in any such mortgage the ground or deed of trustunderlying lease, as the case may be, if the purchaser or lessor requests it to do so, and shall recognize the purchaser or lessor as Lessor the lessor under this Lease. Tenant agrees that the purchaser at the foreclosure sale or the lessor under the ground or underlying lease: (i) shall have no personal liability as successor to Landlord, and Tenant shall look only to the estate and property of such Interest Holder in and to the Premises or the proceeds thereof for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by such Interest Holder as landlord under this Lease, it being acknowledged and agreed by Tenant that no other property or assets of such Interest Holder shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to the Lease, the relationship of the landlord and the tenant thereunder or Tenant’s use or occupancy of the Premises; (ii) shall not be liable for any act, omission, liability, obligation or default on Landlord’s part in respect of its obligations under this Lease that occurs before the date such party takes title to the Premises (but any such Interest Holder shall be liable for its own default(s) occurring after taking title to the balance Premises and for default(s) of Landlord that continue after the date such Interest Holder takes title to the Premises); (iii) shall not be liable to the Tenant for any security or other deposits given to Landlord to secure the performance of the Term then remainingTenant’s obligations hereunder, subject except to all the extent that such Interest Holder shall have acknowledged actual receipt of such security or other deposits in writing; and (iv) shall not be bound by (1) any payment of Rent made more than thirty (30) days in advance of the date it becomes due under the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement or (a2) consenting to any amendment or modification of this Lease and agreeing that, notwithstanding any after the date of such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any SNDA made without the written consent of the foregoing, Lessee and applicable Interest Holder if such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee consent is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases required under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described ground lease or mortgage, as applicable. Tenant shall execute or otherwise respond in Article XIV good faith in writing to a request to enter into a SNDA pursuant to this Section 18.1 within thirty (30) days following Tenant’s receipt of the proposed SNDA. Within twenty (20) days after Landlord’s request, Tenant shall execute such further instruments or assurances as Landlord may reasonably request to evidence or confirm the subordination or superiority of this Lease and all Awards described to any mortgages, trust deeds, or ground or underlying leases. Tenant shall cooperate with Landlord in Article XV will be made available for restoration good faith in connection with any proposed financing or refinancing of any portion of the Leased Property Premises. In that regard, Tenant shall enter into any amendment or modification of this Lease that a prospective Interest Holder may require so long as the amendment or modification does not materially increase Tenant’s duties or obligations, or materially reduce or otherwise adversely affect Tenant’s rights and to benefits, arising under the extent required by terms of this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At a. Tenant hereby agrees that this Lease shall be subject and subordinate to the request from time to time by one or more holders lien of a any mortgage or deed of trust that which Landlord has already or may hereafter be placed by Lessor place upon the Leased Property or any part Premises and to all terms, conditions, and provisions thereof, to all advances made, and to any and all renewals, replacementsextensions, modifications, consolidationsor replacements thereof Provided, spreaders and extensions thereofhowever, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, that Tenant will agree to such holders subordination only so long as the lender executes a written non-disturbance agreement in a form reasonably acceptable to such holder whereby Lessee Tenant providing that if the Lease is in full force and such subtenants effect, there are no defaults thereunder on the part of Tenant, and sublessees subordinate the Tenant does not prepay rent more than thirty (30) days in advance, the right of possession of Tenant to the Premises and Tenant's rights arising out of this Lease and all shall not be affected or disturbed by the mortgagee, trustee, or beneficiary in the exercise of their any of its rights and estate hereunder under the mortgage, deed of trust or the note secured thereby, nor shall Tenant be named as a party defendant to each such mortgage any foreclosure of the lien of mortgage, or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained nor in any such mortgage or deed other way be deprived of trust, as the case may be, as Lessor its rights under this Lease for Lease. In the balance of event that the Term then remainingmortgagee, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interestbeneficiary, or any defaultother person, expiration, termination, foreclosure, sale, entry or other act or omission under, acquires title to the Premises pursuant to or affecting the exercise of any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that remedy provided for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, this Lease shall not be terminated or affected by said foreclosure or sale, or any such proceeding, and the mortgagee or beneficiary shall agree that all proceeds any sale of the casualty insurance described in Article XIV Premises pursuant to the exercise of any rights and remedies under the mortgage, deed of trust or otherwise, shall be made subject to this Lease and all Awards described in Article XV will be made available for restoration the rights of the Leased Property as and Tenant hereunder. Tenant agrees to attorn to the extent required by mortgagee, beneficiary or such other person as its new landlord, and the Lease shall continue in full force and effect as a direct Lease between Tenant and mortgagee, beneficiary or such other person, upon all the terms, covenants, and agreements set forth in this Lease. The parties hereto agree to execute or obtain execution of such reasonable documents as may be necessary to effectuate such subordination, non-disturbance, and attornment. b. In the event that Landlord has already placed a mortgage or deed of trust on the Premises prior to the commencement of the term of this Lease, subject only Landlord shall obtain, as an express condition to reasonable regulation regarding the disbursement and application thereofeffectiveness of this Lease, a Non-Disturbance Agreement in a form acceptable to Tenant from any such mortgagee or beneficiary, which agreement shall be executed substantially in the form attached to this Lease as Exhibit "I" prior to the Commencement Date.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereofThis Lease, and any Option (as defined below) granted hereby, upon Landlord’s written election, shall be subject and all renewalssubordinate to any ground lease, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any defaultother hypothecation or security now or hereafter placed upon the Premises and to any and all advances made on the security thereof and to all renewals, expirationmodifications, terminationconsolidations, foreclosurereplacements and extensions thereof. Notwithstanding such subordination, sale, entry or other act or omission under, pursuant Tenant’s right to or affecting any quiet enjoyment of the foregoing, Lessee and such subtenants and sublessees Premises shall not be disturbed if Tenant is not in peaceful enjoyment default (beyond any applicable cure periods) and so long as Tenant shall pay the Rent and observe and perform all of the Leased Property or the subleased property (as applicable) nor shall provisions of this Lease, unless this Lease (nor is otherwise terminated pursuant to its terms and Landlord shall, subject to the applicable subleases) terms set forth at Section 19.01 hereof, use commercially reasonable efforts to obtain for Tenant a commercially reasonable subordination and non-disturbance agreement to that effect. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity and in connection with such attornment Tenant’s occupancy will not be terminated or canceled at disturbed by any time, except in such party taking possession of the event Lessee or such applicable subtenant or sublessee Premises as long as Tenant is not in default under of this Lease. If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or any such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event of the Other Leasesforeclosure of a security device, Lessor the Lease shall have continue so long as Tenant is not in default (beyond any applicable notice and cure periods) hereunder and the right new owner shall not (a) be liable for any act or omission of any prior landlord or with respect to terminate this Lease events occurring prior to its acquisition of title, or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that be liable for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV breach of this Lease by any prior landlord. During the Term of this Lease Tenant agrees to execute and all Awards acknowledge any commercially reasonable documents Landlord reasonably requests Tenant execute to effectuate an attornment or a subordination as described in Article XV will be made available for restoration of the Leased Property this Section 14.02, so long as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofsuch documents do not restrict Tenant’s right hereunder.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lender, within thirty ten (3010) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such ten (10) day period, to such holders Facility Lender, a written agreement in a form reasonably acceptable to such holder Facility Lender whereby Lessee and such subtenants and sublessees subordinate subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust Facility Instrument that encumbers the Leased Property or any part thereof and agree agrees with each such holder Facility Lender that Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, Facility Instrument as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder Facility Lender simultaneously executes and delivers to Lessee a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

SUBORDINATION AND NON-DISTURBANCE. At The Lease and any extensions, renewals, replacements or modifications of the request from time Lease, and all of the right, title, and interest of Tenant in and to time by one or more holders the Premises are and shall be now and hereafter subject and subordinate to the lien of a mortgage or any deed of trust that may hereafter be placed by Lessor upon encumbering the Leased Property or any part thereof, Building (a “Deed of Trust”) and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions conditions contained in any Deed of this LeaseTrust, and to any and all renewals, modifications, replacements, consolidations or extensions of such Deed of Trust; provided the holder of any such Deed of Trust must agree, in writing, not to disturb Tenant’s possession of the Premises so long as Tenant is not in default hereunder beyond any applicable notice and cure periods. Within thirty (30) days after the Lease Effective Date, Landlord shall furnish Tenant with a Subordination, Non-disturbance and Attornment Agreement in substantially the same form attached hereto as Exhibit E (an “SNDA”), executed by such holder and Tenant agrees to execute such SNDA with ten (10) days after the Tenant’s receipt thereof. In the event Landlord fails to deliver the SNDA to Tenant on or before the Commencement Date, Tenant shall have the right to withhold Rent on a day-for-day basis until Tenant receives a SNDA executed by Landlord and lender, provided, however, that each such holder simultaneously executes upon Tenant’s receipt of a SNDA executed by Landlord and delivers a lender, Tenant shall pay all Rent so withheld by Tenant with the next Rent payment due. Tenant, at any time and from time to time upon not less than ten (10) days prior written agreement (a) consenting notice from Landlord, will execute, acknowledge and deliver to this Lease and agreeing thatLandlord and, notwithstanding at Landlord’s request, to any such other mortgage, deed prospective mortgagee of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any part of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property Building or the subleased property (land upon which the Building is located, a subordination agreement so long as applicable) nor shall this Lease (nor such subordination agreement has non-disturbance provisions consistent with the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofforegoing provisions.

SUBORDINATION AND NON-DISTURBANCE. At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or Facility Lenders with respect to any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereofFacility Lessee, within thirty ten (301 0) days from the date of request, such Facility Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliverwithin such ten (1 0)-day period, to such holders Facility Lender, an estoppel certificate along with a written agreement in a form and content reasonably acceptable to such holder Facility Lender whereby such Facility Lessee and such subtenants and sublessees subordinate subordinates this Lease and all of their its rights and estate hereunder to each such mortgage or deed of trust Facility Instrument that encumbers the portion of the Leased Property utilized by such Facility Lessee or any part thereof and agree agrees with each such holder Facility Lender that such Facility Lessee and such subtenants and sublessees will attorn to and recognize such holder Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trustFacility Instrument, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each Lessor and each such holder Facility Lender simultaneously executes and delivers to such Facility Lessee a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, such Facility Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of such portion of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any accordance with Article XVI as a result of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all an Event of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereofDefault.

SUBORDINATION AND NON-DISTURBANCE. At 20.1 This Lease and all of the request from time rights of Tenant hereunder are and shall be subject and subordinate to time by one the lien of any Fee Mortgage now existing or more holders of a mortgage or deed of trust that may hereafter be hereinafter placed by Lessor upon on the Leased Property or any part thereoffee estate in the Premises, and to any and all renewals, replacements, modifications, consolidations, spreaders replacements, extensions or substitutions of any such Fee Mortgage(s), provided that with respect to Fee Mortgages, (i) Landlord shall deliver to Tenant a “non-disturbance” agreement from its current Fee Mortgagee on such Fee Mortgagee’s standard form non-disturbance agreement attached hereto as Exhibit H, and extensions thereof(ii) with respect to any future Fee Mortgages, within thirty Landlord shall use commercially reasonable efforts to cause any such future Fee Mortgagee to deliver to Tenant a “non-disturbance” agreement in form substantially similar to the form annexed hereto as Exhibit H, so long as no Event of Default shall have occurred. 20.1.1 Tenant agrees that, at the option of each Fee Mortgagee, neither the foreclosure of any Fee Mortgage nor the institution of any foreclosure proceedings shall, by operation of law or otherwise, result in cancellation of this Lease. In the event any proceedings are brought for the foreclosure of any such Fee Mortgage, Tenant shall attorn to the Fee Mortgagee, its designee or assignee or any purchaser at such foreclosure sale or grantee of a deed given in lieu of foreclosure (30“Successor Landlord”) days from the date of requestand recognize such Successor Landlord as Landlord under this Lease, Lessee and all rights and obligations under this Lease shall continue as though such foreclosure proceedings had not been brought; 20.1.2 Tenant shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders Successor Landlord such further assurance and other documents, including a written agreement new lease upon the same terms and conditions as this Lease confirming such attornment; and 20.1.3 Tenant waives the provisions of any statute or rule of law now or hereafter in a form reasonably acceptable effect which may give or purport to such holder whereby Lessee and such subtenants and sublessees subordinate give it any right of election to terminate or otherwise adversely affect this Lease and all the obligations of their rights and estate Tenant hereunder to each such mortgage or deed by reason of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed foreclosure proceeding. 35 Upon the Successor Landlord succeeding to the rights of trust, as the case may be, as Lessor Landlord under this Lease for the balance of the Term then remainingand Tenant attorning and recognizing such Successor Landlord as Landlord under this Lease, subject to subparagraph 20.1.2, this Lease shall continue in full force and effect as a direct Lease between Tenant and the Successor Landlord upon and subject to all then executory terms, covenants and conditions of this Lease. 20.2 The subordination of this Lease as provided in this Article 20 shall be automatic, without the execution of any further subordination agreement by Tenant. If, however, a written subordination agreement, consistent with all of the terms and provisions of this Lease; providedparagraph 20.1, howeveris required by a Fee Mortgagee, that each such holder simultaneously executes Tenant shall immediately on demand execute, acknowledge and delivers a written agreement (a) consenting deliver the same and in the event of failure so to do, Landlord may, in addition to any other remedies for breach of this Lease by Tenant, execute, acknowledge, and agreeing thatdeliver the same as the agent or attorney in fact of Tenant, notwithstanding and Tenant hereby irrevocably constitutes Landlord its attorney-in-fact coupled with an interest for such purpose. 20.3 In no event shall any Fee Mortgagee which becomes a Successor Landlord be: 20.3.1 liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord prior to the date on which such other mortgageFee Mortgagee or its nominee or designee becomes owner of the fee interest in the Premises; 20.3.2 responsible for any monies owing by or on deposit with Landlord to the credit of Tenant whether in the nature of security or otherwise unless and to the extent such monies are delivered to such Fee Mortgagee; 20.3.3 subject to any counterclaim or set-off against Landlord which theretofore accrued to Tenant; 20.3.4 bound by any previous modification of this Lease (made while its Fee Mortgage was a lien against the Premises) or by any previous prepayment of fixed annual rent for more than one month unless same was done with the prior written consent of such Fee Mortgagee; or 20.3.5 liable to Tenant or the holder of any permitted leasehold mortgage beyond the interest of such Fee Mortgagee in the Premises and the rents, deed of trustincomes, rightreceipts, title or interestrevenues, or issues and profits issuing therefrom. 20.4 If any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have by Landlord would give Tenant the right to terminate this Lease or to claim a partial or total eviction, Tenant will not exercise such right unless Tenant has given written notice of such act or omission to each Fee Mortgagee whose name and address shall have been furnished to Tenant. If within ten (10) days after Tenant gives such notice, the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing Fee Mortgagee does not notify Tenant that for any period while it is Lessor hereunder, it will performremedy the act or omission in question, fulfill and observe all Tenant may exercise such rights. However, if Tenant receives such notice from a Fee Mortgagee, Tenant will not exercise such rights until a reasonable period for remedying such act or omission shall have elapsed following the giving of Lessor's representationssuch notice by the Fee Mortgagee during which time such Fee mortgagee, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Leasewith reasonable diligence, subject only to reasonable regulation regarding the disbursement unavoidable delays, has commenced and application thereof.is continuing to remedy such act or omission or is causing it to be remedied. 36