Common use of SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE Clause in Contracts

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Project, the Building, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Tenant's rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord's interest in the Premises is acquired by any ground Lessor or Mortgagee, or in the event proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any and all renewalsupon the request of such successor in interest to Landlord, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and become the Tenant of the successor in interest to Landlord and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained successor in any such Encumbrance or a holder by a deed in lieu of foreclosure, interest as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remainingLease. Although this Section 16.1 is self-executing, subject to all of the terms Tenant covenants and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver deliver, upon demand by Landlord and in the form requested by Landlord, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to Lessor any such ground leases or underlying leases or the holder lien of an Encumbrance any written agreement required by this Article within ten days such Mortgage, or evidencing the attornment of written request thereof by Lessor or Tenant to any successor in Interest to Landlord as herein provided. Tenant's failure to timely execute and deliver such holder of an Encumbrance. Lessee agrees to execute from time to timeadditional documents shall, at the request Landlord's option, constitute an Event of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedDefault hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease, and all rights of Tenant hereunder, are and shall be subordinate to any mortgage, long-term lease such as a master lease, ground lease, deed of trust or other encumbrance, whether now of record or recorded after the request from time to time by one or more holders date of an Encumbrance that may hereafter be placed upon the Leased Property this Lease, affecting all or any part thereofof the Property. Such subordination is self-operative without any further act of Tenant. Any mortgage, long-term lease such as a master lease, ground lease, deed of trust or other encumbrance to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Mortgage", and the holder of a Superior Mortgage is hereinafter referred to as a "Superior Mortgagee". If any and all renewalsSuperior Mortgagee shall succeed to the rights of Landlord hereunder, replacementswhether through deed-in-lieu of foreclosure, modificationsforeclosure action or delivery of a new lease or deed, consolidationsthen, spreaders and extensions thereofat the request of such party (hereinafter referred to as "Successor Landlord"), Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will 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 Encumbrance or a holder by a deed in lieu of foreclosure, Successor Landlord as the case may be) as Lessor Tenant's Landlord under this Lease for the balance of the Term then remaining, and shall promptly execute and deliver any instrument such Successor Landlord may reasonably request to evidence such attornment subject to reasonable approval by Tenant. Upon such attornment, this Lease shall continue in full force and effect as a direct Lease between Successor Landlord and Tenant, upon all of the terms terms, conditions, and provisions of covenants as set forth in this Lease; provided , except that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form the Successor Landlord shall not: (a) consenting to this Lease and agreeing that, notwithstanding be liable for any such other lease, 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 shall not be disturbed in peaceful enjoyment of the Leased Property nor shall Landlord under this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth hereinLease; (b) agreeing that it will be subject to any offset; or (c) be bound by all any previous modification of this Lease or by any previous prepayment, unless such modification or prepayment shall have been previously approved in writing by such Superior Mortgagee if such approval was required. Further, upon such attornment, Landlord shall be released from any future obligation hereunder. Tenant shall, within fifteen (15) days of a request by Landlord, execute and deliver any documents or instruments that may be required by Superior Mortgagee or Landlord to confirm such subordination or attornment. So long as Tenant is not in default under this Lease, Tenant's possession of the terms Premises and Tenant's rights and privileges under this Lease shall not be diminished or interfered with by any Successor Landlord during the term of this Lease, perform . This particular provision shall be binding upon any assigns or successors in interest to Landlord. Notwithstanding the subordination and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 attornment of this Lease and all Awards described in Article 14 will to any Superior Mortgagee which presently exists or which may hereafter be made available made, or to Lessor for restoration any renewal, modification, replacement or extension hereafter of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Superior Mortgagee, a certificate setting forth any defaults of Lessor hereunder such Superior Mortgagee, by separate recordable agreement, shall agree that so long as this Lease is in effect and the dates through which Rent has been paid not in default, Tenant's leasehold interest under this Lease shall not be terminated or disturbed. Such non-disturbance agreement shall also include subordination and such other matters as may be reasonably requestedattornment provisions satisfactory to Superior Mortgagees.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease is and at all times shall be subject and subordinate to any ground or underlying leases, mortgages, trust deeds or like encumbrances, which now affect the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereofLeased Premises, and any and to all renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereof. This Lease is and at all times shall be subject and subordinate to any ground or underlying leases, mortgages, trust deeds or like encumbrances, which may hereafter affect the Property or the Leased Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof, Lessee will subordinate provided the holder thereof, upon request by TENANT, shall provide TENANT with a non-disturbance agreement in customary form. Upon receipt thereof, TENANT shall, at the request of LANDLORD or any party to a ground or underlying lease or any holder of a note secured by a mortgage or like encumbrance, execute any certificate or document reflecting the subordination of this Lease and all to such ground or underlying lease or to the lien of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (any mortgage or like encumbrance now or hereafter placed upon the purchaser at any Property. In the event of the sale of the Property upon foreclosure sale or any sale under upon the exercise of a power of sale contained in any such Encumbrance sale, or a holder by a deed transfer in lieu of foreclosure, TENANT agrees, (i) the liability of the mortgagee, trustee, transferee or purchaser at such foreclosure sale and the liability of a subsequent owner (all of the foregoing parties are collectively referred to as the case may be"Mortgagee") shall exist only with respect to the period during which the Mortgagee is the owner of the Building and the Mortgagee shall be released from any further liability upon its transfer of ownership, (ii) the Mortgagee shall not have any liability whatsoever for the acts of LANDLORD prior to any such transfer nor any liability for any deposits made by TENANT hereunder unless the Mortgagee has received such deposits, and (iii) upon the written request of the Mortgagee, TENANT shall attorn to the Mortgagee and recognize the Mortgagee as Lessor the LANDLORD under this Lease for the balance of the Term then remaining, subject and to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior continue to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease. If any act or omission by LANDLORD would give TENANT the right to damages from LANDLORD or any rights with respect to this Lease, perform TENANT will not xxx for such damages or exercise any such rights until (i) it shall have given written notice of the act or omission to LANDLORD and observe all to the holder(s) of Lessor's the indebtedness or other obligations set forth hereinsecured by any mortgage or deed of trust affecting the fee interest, if the name and address of such holder(s) have been furnished to TENANT; and (cii) agreeing that all proceeds a reasonable period of time (in light both of the casualty insurance described time required to cure the act or omission and the effect of the act or omission on TENANT's business operations in Article 13 the Leased Premises) to cure the act or omission has elapsed following the giving of this Lease the notice, during which time LANDLORD and all Awards described in Article 14 such holder(s), or either of them, their agents or employees, will be made available entitled to Lessor for restoration of enter upon the Leased Property as Premises and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as do therein whatever may be reasonably requestednecessary to cure the act or omission. Upon request by TENANT, LANDLORD will use commercially reasonable efforts to obtain a non-disturbance agreement in favor of TENANT from all holders of fee mortgages on the Property on the date thereof.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. Subject to the provisions of this Article 30, Tenant agrees that this Lease shall at all times be subject and subordinate to the lien of any Facility Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be reasonably required to further effectuate or confirm such subordination, so long as such subordination recognizes Tenant’s rights under this Lease in the manner described in the following paragraph. The subordination contained herein shall be subject to the execution and delivery of a Subordination, Non-Disturbance, and Attornment Agreement ( “SNDA”) by the applicable Facility Mortgagee. The parties stipulate and agree the form of SNDA attached hereto is an acceptable form, but recognize that it is but one example of an acceptable SNDA. Upon Landlord’s request to Tenant, the parties agree to negotiate in good faith to enter into an SNDA acceptable to the parties and Facility Mortgagee. Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in this Article 30 above or to Tenant’s obligation to execute any instruments as otherwise required under this Article 30 above, Tenant’s tenancy and Tenant’s rights under this Lease or any Easement shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, any Facility Mortgage, and in the event of a foreclosure or other enforcement of any Facility Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any Extension Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Upon request, Tenant and Facility Mortgagee shall enter into a Subordination, Non-Disturbance and Attornment Agreement setting forth the provisions of this Article 30. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Notwithstanding the provisions of Article 30 above, the holder of any Facility Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Facility Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. At any time prior to the request expiration of the Term, Tenant agrees, at the election and upon demand of any owner of the Leased Property, or of a Facility Mortgagee who has granted nondisturbance to Tenant pursuant to Article 30 above, to attorn, from time to time by one time, to any such owner or more holders of an Encumbrance that may hereafter be placed Facility Mortgagee, upon the Leased Property terms and conditions of this Lease, for the remainder of the Term. The provisions of this Article 30 shall inure to the benefit of any such owner or Facility Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Facility Mortgage, shall be self-operative upon any part thereofsuch demand, and any no further instrument shall be required to give effect to said provisions. Tenant and all renewalsLandlord agree that, replacementsif requested by the other to, modificationswithout charge, consolidationsenter into a Subordination, spreaders Non-Disturbance and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder Attornment Agreement reasonably requested by a deed in lieu of foreclosureFacility Mortgagee or Tenant, as the case may be, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Article 30 above, Tenant hereby agrees for the benefit of any Facility Mortgagee whose name and address have been provided to Tenant that Tenant will not, (i) as Lessor under without in each case securing the prior written consent of such Facility Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed, amend or modify this Lease for or enter into any agreement with Landlord to do so, (ii) without the balance prior written consent of such Facility Mortgagee which may be withheld in its sole discretion, cancel or surrender or seek to cancel or surrender the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interesthereof, or enter into any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant agreement with Landlord to or affecting any of do so (the foregoing, Lessee parties agreeing that the foregoing shall not be disturbed construed to affect the rights or obligations of Tenant, Landlord or Facility Mortgagee with respect to any termination permitted under the express terms hereof or (iii) pay any installment of Minimum Rent more than one (1) month in peaceful enjoyment advance of the Leased Property nor shall this Lease be terminated due date thereof or canceled at any time, except otherwise than in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of manner provided for in this Lease. If. any Person providing financing of Trade Fixtures, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Leaserequires a landlord consent or collateral access agreement from Landlord, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to Landlord shall execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor such consent or such holder of an Encumbrance. Lessee agrees collateral access agreement as is reasonably acceptable to execute from time to time, at the Landlord promptly after Tenant’s request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedtherefore.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease shall be automatically subject and subordinate at all times to the request from time to time by one lien of any first priority mortgages or more holders deeds of an Encumbrance that may hereafter be placed upon trust on, against, or affecting any portion of the Leased Property Premises, or Landlord’s interest or estate in any part thereofportion of the Premises, and any and to all renewals, replacements, modifications, consolidations, spreaders replacements, and extensions thereofthereof (each, Lessee will a “Mortgage”); provided that, as a condition precedent to such subordination, Tenant must receive a fully executed subordination, non-disturbance and attornment agreement substantially in the form attached as Exhibit E hereto, or in such other commercially reasonable form as required by Landlord’s Mortgagee (as hereinafter defined) (a “SNDA”) from any current and future encumbrance holder (each, a “Mortgagee”) with such changes as reasonably requested by Txxxxx. Landlord shall request a SNDA from each present and any future Mortgagee seeking to subordinate this Lease to the lien of its Mortgage and all of Lessee's deliver the same to Tenant. In the event Mortgagee enforces it rights and estate hereunder to each such Encumbrance and under the Mortgage, Tenant, at Mortgagee’s option, will attorn to Mortgagee or its successor; provided, however, that, subject to the terms of any SNDA between Tenant and recognize such holder Mortgagee (which shall govern in the event of any conflicts with the provisions of this Section 7.1), Mortgagee or its successor shall not be liable for or bound by (i) any payment of any Rent installment that may have been made more than thirty (30) days before the purchaser at due date of such installment, (ii) any foreclosure sale act or any sale under a power omission of sale contained in any such Encumbrance or a holder default by a deed in lieu of foreclosure, as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remaining(but Mortgagee, or such successor, shall be subject to all the continuing obligations of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease landlord under the terms Lease arising from and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Leaseafter such succession, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration of the Leased Property as and but only to the extent required by this Leaseof Mortgagee’s, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees successor’s, interest in the Premises as provided in Article 12), (iii) any then-exercisable credits, claims, setoffs or defenses that Tenant may have against Landlord, or (iv) any obligation to execute from time provide tenant improvements allowances or perform tenant improvements to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedprovided by Landlord hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases which may now or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Property, the Building, ground leases and/or underlying leases, and/or Landlord’s interest or estate in any of said items, is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Tenant’s rights hereunder, and any ground lessor or Mortgagee, whether under a ground lease or Mortgage now existing or hereafter executed, shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant’s right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord’s interest in the Premises is acquired by any ground lessor or Mortgagee, or if proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or if a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any and all renewalsupon the request of such successor in interest to Landlord, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and become the Tenant of the successor in interest to Landlord and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained successor in any such Encumbrance or a holder by a deed in lieu of foreclosure, interest as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remainingLease. Although this Section 16.1 is self-executing, subject to all of the terms Tenant covenants and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver deliver, upon demand by Landlord and in the form requested by Landlord, or any Mortgagee, or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to Lessor any such ground leases or underlying leases or the holder lien of an Encumbrance any written agreement required by this Article such Mortgage, and/or evidencing the attornment of Tenant to any successor in interest to Landlord as herein provided.· Tenant’s failure to timely execute and deliver such additional documents within ten (10) business days of following written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to timetherefor shall, at the request Landlord’s option, constitute an Event of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedDefault hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Project, the Building, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Tenant's rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord's interest in the Premises is acquired by any ground lessor or Mortgagee, or in the event proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any and all renewalsupon the request of such successor in interest to Landlord, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and become the Tenant of the successor in interest to Landlord and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained successor in any such Encumbrance or a holder by a deed in lieu of foreclosure, interest as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remainingLease. Although this Section 16.1 is self-executing, subject to all of the terms Tenant covenants and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver deliver, upon demand by Landlord and in the form requested by Landlord, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to Lessor any such ground leases or underlying leases or the holder lien of an Encumbrance any written agreement required by this Article within ten days such Mortgage, or evidencing the attornment of written request thereof by Lessor or Tenant to any successor in interest to Landlord as herein provided. Tenant's failure to timely execute and deliver such holder of an Encumbrance. Lessee agrees to execute from time to timeadditional documents shall, at the request Landlord's option, constitute an Event of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedDefault hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 XIII of this Lease and all Awards described in Article 14 XIV 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's Lxxxxx’s rights and estate hereunder to each such Encumbrance and agree with each such holder; provided 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 any such Encumbrance or a holder by a deed in lieu of foreclosure, 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 further that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's ’s obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 XIII of this Lease and all Awards described in Article 14 XIV 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 manner of disbursement and application thereof. Lessee Lxxxxx agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such the holder of an Encumbrance. Lessee Lxxxxx agrees to execute at the request from time to time, at the request time of Lessor, Lessor or an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any any. defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Sublessee for the purpose of effecting a subordination, and at the election of Sublessor or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Sublease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases except the Master Lease which may now exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgagee which may now exist or hereafter be executed in any amount for which the Building, ground leases or underlying leases, or Sublessor's or Lessee's interest or estate in any of said items is specified as security. Sublessor, Lessor or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Sublease. No subordination shall permit material interference with Sublessee's rights hereunder, and any ground lessor, the Lessor, or Mortgagee shall recognize Sublessee and its permitted successors and assigns as the Sublessee of the Premises and shall not disturb Sublessee's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Sublease. If Sublessor's interest in the Premises is acquired by any ground lessor, the Lessor or any Mortgagee, or in the event proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any Mortgage made by Sublessor covering the Premises or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Sublessee shall, notwithstanding any subordination and any and all renewalsupon the request of such successor in interest to Sublessor, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and become the Sublessee of the successor in interest to Sublessor and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained successor in any such Encumbrance or a holder by a deed in lieu of foreclosure, interest as the case may be) as Lessor Sublessor under this Lease for the balance of the Term then remainingSublease. Although this Section 16.1 is self-executing, subject to all of the terms Sublessee covenants and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten (10) business days after receipt of written request thereof notice by Lessor or Sublessor and in such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters form as may be reasonably requestedrequested by Sublessor, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Sublease with respect to any such ground leases or underlying leases or the lien of any such Mortgage, or evidencing the attornment of Sublessee to any successor in interest to Sublessor as herein provided, so long as such documents expressly acknowledge the Sublessee's right of non-disturbance hereunder. Sublessee's failure to timely execute and deliver such additional documents shall, at Sublessor's option, constitute an Event of Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease is subject and subordinate to the request liens of all mortgages, deeds of trust and other security instruments now or hereafter placed upon the Premises, the Building or the Premises upon which the Building is located or any portion thereof entered into by Landlord or Landlord’s successors or predecessors in interest from which Landlord’s, its successor’s or predecessor’s interest is derived (said mortgages, deeds of trust and other security instruments, being hereinafter referred to as “Mortgages” and the mortgagees, beneficiaries, and secured parties thereunder from time to time by one or more holders of an Encumbrance that may hereafter be placed upon being hereinafter called the Leased Property or any part thereof“Mortgagees”), and to any and all renewals, replacementsextensions, modifications, consolidations, spreaders and extensions or refinancings thereof, Lessee will subordinate this Lease and all without any further act of Lessee's rights and estate hereunder to each such Encumbrance and will attorn the Tenant, subject to and recognize such holder (or conditioned upon the purchaser at any requirement that in the event of a foreclosure sale or any sale under of a power of sale contained in any such Encumbrance or a holder by a Mortgage, public sale, deed in lieu of foreclosureforeclosure or other conveyance, as the case may be) as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms shall not terminate and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 Tenant shall not be disturbed in peaceful enjoyment its possession of the Leased Property nor Premises or its rights under this Lease. Landlord and Tenant agree that, if any proceedings are brought for the foreclosure of any of the Mortgages or if there is a public sale, deed in lieu of foreclosure or other conveyance, Tenant shall attorn to the purchaser and shall recognize the purchaser as the Landlord under this Lease, and make all payments required hereunder to such new Landlord, conditioned upon and provided that so long as Tenant is not in default, this Lease shall not terminate and Tenant’s rights under this Lease and possession of the Premises shall not be terminated disturbed by such purchaser, transferee or canceled any present or future Mortgagee. It is agreed that the new Landlord may pursue its remedies against Tenant, if Tenant is in default under this Lease beyond any applicable cure or grace period. Notwithstanding anything contained herein to the contrary, any Mortgagee may at any timetime subordinate the lien of its Mortgages to the operation and effect of this Lease without obtaining the Tenant’s consent thereto, except by giving the Tenant written notice thereof, in which event this Lease shall be deemed to be senior to such Mortgages without regard to the event Lessor respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall have the right same rights as to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that as it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of would have had were this Lease executed and all Awards described in Article 14 will delivered before the execution of such Mortgages. This subordination shall be made available self-operative, and no further instrument or act on the part of Tenant shall be required to Lessor for restoration of the Leased Property as and to the extent required by this Leaseeffectuate such subordination. In confirmation thereof, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to Tenant shall promptly execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters further assurances as may be reasonably requested., including, without limitation, the Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit A.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and agree with each such holder; provided 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 any such Encumbrance or a holder by a deed in lieu of foreclosure, 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 further that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 XIII of this Lease and all Awards described in Article 14 XIV 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such the holder of an Encumbrance. Lessee agrees to execute at the request from time to time, at the request time of Lessor, Lessor or an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease is and at all times shall be subject and subordinate to any ground or underlying leases, mortgages, trust deeds or like encumbrances, which now affect the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereofLeased Premises, and any and to all renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereof. This Lease is and at all times shall be subject and subordinate to any ground or underlying leases, mortgages, trust deeds or like encumbrances, which may hereafter affect the Property or the Leased Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof, Lessee will subordinate provided the holder thereof, upon request by TENANT, shall provide TENANT with a non-disturbance agreement in customary form. Upon receipt thereof, TENANT shall, at the request of LANDLORD or any party to a ground or underlying lease or any holder of a note secured by a mortgage or like encumbrance, execute any certificate or document reflecting the subordination of this Lease and all to such ground or underlying lease or to the lien of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (any mortgage or like encumbrance now or hereafter placed upon the purchaser at any Property. In the event of the sale of the Property upon foreclosure sale or any sale under upon the exercise of a power of sale contained in any such Encumbrance sale, or a holder by a deed transfer in lieu of foreclosure, TENANT agrees, (i) the liability of the mortgagee, trustee, transferee or purchaser at such foreclosure sale and the liability of a subsequent owner (all of the foregoing parties are collectively referred to as the case may be"Mortgagee") shall exist only with respect to the period during which the Mortgagee is the owner of the Building and the Mortgagee shall be released from any further liability upon its transfer of ownership, (ii) the Mortgagee shall not have any liability whatsoever for the acts of LANDLORD prior to any such transfer nor any liability for any deposits made by TENANT hereunder unless the Mortgagee has received such deposits, and (iii) upon the written request of the Mortgagee, TENANT shall attorn to the Mortgagee and recognize the Mortgagee as Lessor the LANDLORD under this Lease for the balance of the Term then remaining, subject and to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior continue to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease. If any act or omission by LANDLORD would give TENANT the right to damages from LANDLORD or any rights with respect to this Lease, perform TENANT will not sue for such damages or exercise any such rights until (i) it shall hxxx given written notice of the act or omission to LANDLORD and observe all to the holder(s) of Lessor's the indebtedness or other obligations set forth hereinsecured by any mortgage or deed of trust affecting the fee interest, if the name and address of such holder(s) have been furnished to TENANT; and (cii) agreeing that all proceeds a reasonable period of time (in light both of the casualty insurance described time required to cure the act or omission and the effect of the act or omission on TENANT's business operations in Article 13 the Leased Premises) to cure the act or omission has elapsed following the giving of this Lease the notice, during which time LANDLORD and all Awards described in Article 14 such holder(s), or either of them, their agents or employees, will be made available entitled to Lessor for restoration of enter upon the Leased Property as Premises and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as do therein whatever may be reasonably requestednecessary to cure the act or omission. Upon request by TENANT, LANDLORD will use commercially reasonable efforts to obtain a non-disturbance agreement in favor of TENANT from all holders of fee mortgages on the Property on the date thereof.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. This Lease shall at all times be subject and subordinate to the lien of any deed of trust, mortgage or other security instrument, including Landlord’s Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be reasonably required to further effectuate or confirm such subordination, so long as such subordination recognizes Tenant’s rights under this Lease in the manner described in the following paragraph. The subordination contained herein shall be subject to the execution and delivery of a written Subordination, Non-Disturbance, and Attornment Agreement by the applicable Landlord’s Mortgagee, and Tenant agrees to execute any such commercially reasonable form of Subordination, Non-Disturbance, and Attornment Agreement proposed by the applicable Landlord’s Mortgagee. Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in this Article 30 above or to Tenant’s obligation to execute any instruments as otherwise required under this Article 30 above, Tenant’s tenancy and Tenant’s rights under this Lease or any Easement shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, any Landlord’s Mortgage, and in the event of a foreclosure or other enforcement of any Landlord’s Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Notwithstanding the provisions of Article 30 above, the holder of any Landlord’s Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord’s Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. At any time prior to the request expiration of the Term, Tenant agrees, at the election and upon demand of any owner of the Project, or of a Landlord’s Mortgagee who has granted nondisturbance to Tenant pursuant to Article 30 above, to attorn, from time to time by one time, to any such owner or more holders of an Encumbrance that may hereafter be placed Landlord’s Mortgagee, upon the Leased Property terms and conditions of this Lease, for the remainder of the Term. The provisions of this Article 30 shall inure to the benefit of any such owner or Landlord’s Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Landlord’s Mortgage, shall be self-operative upon any part thereofsuch demand, and any no further instrument shall be required to give effect to said provisions. Tenant and all renewalsLandlord agree that, replacementsif requested by the other to, modificationswithout charge, consolidationsenter into a Subordination, spreaders Non-Disturbance and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder Attornment Agreement reasonably requested by a deed in lieu of foreclosureLandlord’s Mortgagee or Tenant, as the case may be, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Article 30 above, Tenant hereby agrees for the benefit of any Landlord’s Mortgagee whose name and address have been provided to Tenant that Tenant will not, (i) as Lessor under without in each case securing the prior written consent of such Landlord’s Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed, amend or modify this Lease for or enter into any agreement with Landlord so to do, (ii) without the balance prior written consent of such Landlord’s Mortgagee which may be withheld in its sole discretion, cancel or surrender or seek to cancel or surrender the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interesthereof, or enter into any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant agreement with Landlord to or affecting any of do so (the foregoing, Lessee parties agreeing that the foregoing shall not be disturbed construed to affect the rights or obligations of Tenant, Landlord or Landlord’s Mortgagee with respect to any termination permitted under the express terms hereof or (iii) pay any installment of Minimum Rent more than one (1) month in peaceful enjoyment advance of the Leased Property nor shall this Lease be terminated due date thereof or canceled at any time, except otherwise than in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of manner provided for in this Lease. If any Person providing financing of Trade Fixtures, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Leaserequires a landlord consent or collateral access agreement from Landlord, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to Landlord shall execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor such consent or such holder of an Encumbrance. Lessee agrees collateral access agreement as is reasonably acceptable to execute from time to time, at the Landlord promptly after Tenant’s request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedtherefore.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease and any future amendment of this Lease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Project, the Property, the Building, ground leases and/or underlying leases, and/or Landlord’s interest or estate in any of said items, is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Xxxxxx’s rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant’s right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord’s interest in the Premises is acquired by any ground lessor or Mortgagee, or if proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or if a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any upon the request of such successor in interest to Landlord, attorn to and all renewals, replacements, modifications, consolidations, spreaders become the Tenant of the successor in interest to Xxxxxxxx and extensions thereof, Lessee will subordinate recognize such successor in interest as the Landlord under this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, 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 amendment of this Lease; provided that each such institutional holder simultaneously with or prior . Although this Section 16.1 is self-executing, Tenant covenants and agrees to recording any such Encumbrance executes execute and delivers a written agreement deliver, upon demand by Landlord and in recordable the form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interestrequested by Landlord, or any defaultMortgagee, expirationor ground lessor, termination, foreclosure, sale, entry any additional documents evidencing the priority or other act or omission under, pursuant to or affecting any of the foregoing, 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 subordination of this Lease and all Awards described any amendment of this Lease with respect to any such ground leases or underlying leases or the lien of any such Mortgage, and/or evidencing the attornment of Tenant to any successor in Article 14 will be made available interest to Lessor for restoration of the Leased Property Landlord as and herein provided. Tenant’s failure to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to timely execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article such additional documents within ten (10) days of following written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to timetherefor shall, at the request Landlord’s option, constitute an Event of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedDefault hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease, and all rights of Tenant hereunder, are and shall be subordinate to any mortgage, long-term lease such as a master lease, ground lease, deed of trust or other encumbrance, whether now of record or recorded after the request from time to time by one or more holders date of an Encumbrance that may hereafter be placed upon the Leased Property this Lease, affecting all or any part thereofof the Property. Such subordination is self-operative without any further act of Tenant. Any mortgage, long-term lease such as a master lease, ground lease, deed of trust or other encumbrance to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Mortgage", and the holder of a Superior Mortgage is hereinafter referred to as a "Superior Mortgagee". If any and all renewalsSuperior Mortgagee shall succeed to the rights of Landlord hereunder, replacementswhether through deed-in-lieu of foreclosure, modificationsforeclosure action or delivery of a new lease or deed, consolidationsthen, spreaders and extensions thereofat the request of such party (hereinafter referred to as "Successor Landlord"), Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will 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 Encumbrance or a holder by a deed in lieu of foreclosure, Successor Landlord as the case may be) as Lessor Tenant's Landlord under this Lease for the balance of the Term then remaining, and shall promptly execute and deliver any instrument such Successor Landlord may reasonably request to evidence such attornment subject to reasonable approval by Tenant. Upon such attornment, this Lease shall continue in full force and effect as a direct Lease between Successor Landlord and Tenant, upon all of the terms terms, conditions, and provisions of covenants as set forth in this Lease; provided , except that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form the Successor Landlord shall not: (a) consenting to this Lease and agreeing that, notwithstanding be liable for any such other lease, 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 shall not be disturbed in peaceful enjoyment of the Leased Property nor shall Landlord under this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth hereinLease; (b) agreeing that it will be subject to any offset; or (c) be bound by all any previous modification of this Lease or by any previous prepayment, unless such modification or prepayment shall have been previously approved in writing by such Superior Mortgagee if such approval was required. Further, upon such attornment, Landlord shall be released from any future obligation hereunder. Tenant shall, within ten (10) days of a request by Landlord, execute and deliver any documents or instruments that may be required by Superior Mortgagee or Landlord to confirm such subordination or attornment. So long as Tenant is not in default under this Lease, Tenant's possession of the terms Premises and Tenant's rights and privileges under this Lease shall not be diminished or interfered with by any Successor Landlord during the term of this Lease, perform . This particular provision shall be binding upon any assigns or successors in interest to Landlord. Notwithstanding the subordination and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 attornment of this Lease and all Awards described in Article 14 will to any Superior Mortgagee which presently exists or which may hereafter be made available made, or to Lessor for restoration any renewal, modification, replacement or extension hereafter of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Superior Mortgagee, a certificate setting forth any defaults of Lessor hereunder such Superior Mortgagee, by separate recordable agreement, shall agree that so long as this Lease is in effect and the dates through which Rent has been paid not in default, Tenant's leasehold interest under this Lease shall not be terminated or disturbed. Such non-disturbance agreement shall also include subordination and such other matters as may be reasonably requestedattornment provisions satisfactory to Superior Mortgagees.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease, and all rights of Tenant hereunder, are and shall be subordinate to any mortgage, long-term lease such as a master lease, ground lease, deed of trust or other encumbrance, whether now of record or recorded after the request from time to time by one or more holders date of an Encumbrance that may hereafter be placed upon the Leased Property this Lease, affecting all or any part thereofof the Property. Such subordination is self-operative without any further act of Tenant. Any mortgage, long-term lease such as a master lease, ground lease, deed of trust or other encumbrance to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Mortgage", and the holder of a Superior Mortgage is hereinafter referred to as a "Superior Mortgagee". If any and all renewalsSuperior Mortgagee shall succeed to the rights of Landlord hereunder, replacementswhether through deed-in-lieu of foreclosure, modificationsforeclosure action or delivery of a new lease or deed, consolidationsthen, spreaders and extensions thereofat the request of such party (hereinafter referred to as "Successor Landlord"), Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will 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 Encumbrance or a holder by a deed in lieu of foreclosure, Successor Landlord as the case may be) as Lessor Tenant's Landlord under this Lease for the balance of the Term then remaining, and shall promptly execute and deliver any instrument such Successor Landlord may reasonably request to evidence such attornment subject to reasonable approval by Tenant. Upon such attornment, this Lease shall continue in full force and effect as a direct Lease between Successor Landlord and Tenant, upon all of the terms terms, conditions, and provisions of covenants as set forth in this Lease; provided , except that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form the Successor Landlord shall not: (a) consenting to this Lease and agreeing that, notwithstanding be liable for any such other lease, 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 shall not be disturbed in peaceful enjoyment of the Leased Property nor shall Landlord under this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth hereinLease; (b) agreeing that it will be subject to any offset; or (c) be bound by all any previous modification of this Lease or by any previous prepayment, unless such modification or prepayment shall have been previously approved in writing by such Successor Landlord if such approval was required. Further, upon such attornment, Landlord shall be released from any future obligation hereunder. Tenant shall, within ten (10) days of a request by Landlord, execute and deliver any documents or instruments that may be required by Superior Mortgagee or Landlord to confirm such subordination or attornment. So long as Tenant is not in default under this Lease, Tenant's possession of the terms Premises and Tenant's rights and privileges under this Lease shall not be diminished or interfered with by any Successor Landlord during the Term of this Lease, perform . This particular provision shall be binding upon any assigns or successors in interest to Landlord. Notwithstanding the subordination and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 attornment of this Lease and all Awards described in Article 14 will to any Superior Mortgagee which presently exists or which may hereafter be made available made, or to Lessor for restoration any renewal, modification, replacement or extension hereafter of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Superior Mortgagee, a certificate setting forth any defaults of Lessor hereunder such Superior Mortgagee, by separate recordable agreement, shall agree that so long as this Lease is in effect and the dates through which Rent has been paid not in default, Tenant's leasehold interest under this Lease shall not be terminated or disturbed. Such non-disturbance agreement shall also include subordination and such other matters as may be reasonably requestedattornment provisions satisfactory to Superior Mortgagees.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease shall be subject and subordinate at all times to the request from time lien of any mortgage, deed of trust or other security interest (“mortgage”) now existing or hereafter executed in any amount which effects the Premises or for which Landlord’s interest or estate in the Premises is specified as security. Notwithstanding the foregoing, Landlord shall have the right to time by one subordinate or more holders cause to be subordinated any such liens to this Lease. In the event that any mortgage is foreclosed or a conveyance in lieu of an Encumbrance that may hereafter be placed upon foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, have the Leased Property or any part thereofright to attorn to, and shall attorney to, and become Tenant of, the successor in interest to Landlord on all of the terms and conditions contained in this Lease. Tenant covenants and agrees to execute and deliver, within five (5) days of request by Landlord and in the form requested by Landlord, any additional instruments evidencing the priority or subordination of this Lease with respect to the lien of any such mortgage. A condition precedent to the subordination herein and to the execution of any future instrument of subordination is that Landlord shall obtain for the benefit of Tenant a non-disturbance and adornment agreement from the lender in whose favor the subordination is given, in content reasonably acceptable to Tenant. Tenant shall promptly review and execute any non-disturbance agreement submitted to Tenant by Landlord which meets with the requirements of this Section, and shall promptly advise Landlord if Tenant disapproves of any such proposed agreement. Said agreement shall provide that (a) Tenant will not be named or joined in any proceeding to enforce the mortgage unless such is required by law in order to perfect the proceeding, (b) enforcement of the mortgage will not terminate the Lease or disturb Tenant in the possession and use of the Premises, unless Tenant is in default beyond the period provided in the Lease to remedy the default, and (c) any party succeeding to the interest of the Landlord as a result of the reinforcement of the mortgage shall be bound to the Tenant under all renewalsthe terms, replacements, modifications, consolidations, spreaders covenants and extensions thereof, Lessee will subordinate conditions of this Lease from and after the date of succeeding to the Landlord’s interest under this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance of the Term then remainingterm of the Lease, except that in no event will such party be liable for claims arising prior to the date of succession, or be subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with offsets or offsets or defenses Tenant might have against a prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interestLandlord, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all any amendment to the terms Lease made without the lender’s consent, or be liable for completion of this Leaseconstruction of any improvements, perform and observe all of Lessor's obligations set forth herein; or be bound by any Rent payments made more than one month in advance to the prior Landlord, and (c) agreeing that all proceeds d)Tenant is obligated to attorn to any party succeeding to the interest of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration Landlord as a result of the Leased Property enforcement of a mortgage. Landlord hereby represents and warrants that, as and to of the extent required by this Leasedate hereof, subject only to reasonable regulation regarding there are no mortgages in effect which affect the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor Premises or for which Landlord’s interest or estate in the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters Premises is specified as may be reasonably requestedsecurity.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to: (i) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed affecting the Leased Property Premises, the Building or the Project, or all three; and (ii) the lien of any mortgage, deed of trust or other security device which may now exist or hereafter be executed in any amount for which the Project, the Building, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit interference with Tenant's rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred or is continuing under this Lease. If Landlord's interest in the Premises is acquired by any ground lessor or Mortgagee, or in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage, deed of trust or other security device made by Landlord covering the Premises or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any and all renewalsupon the request of such successor in interest to Landlord, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and become the Tenant of the successor in interest to Landlord and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained successor in any such Encumbrance or a holder by a deed in lieu of foreclosure, interest as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remainingLease. Although this Section 16.1 is self-executing, subject to all of the terms Tenant covenants and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver deliver, upon demand by Landlord and in the form requested by Landlord, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to Lessor any such ground leases of underlying leases or the holder lien of an Encumbrance any written agreement required by this Article within ten days such mortgage or deed of written request thereof by Lessor or trust. Tenant's failure to timely execute and deliver such holder of an Encumbrance. Lessee agrees to execute from time to timeadditional documents shall, at the request Landlord's option, constitute an Event of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedDefault hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 XIII of this Lease and all Awards described in Article 14 XIV will be made available to Lessor and Lessee for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof; and (d) agreeing that Lessee shall not be required to pay amounts to comply with any insurance requirements of such Facility Mortgagee in excess of the amounts necessary to satisfy the insurance requirements set forth in this Lease. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such the holder of an Encumbrance. Lessee agrees to execute at the request from time to time, at the request time of Lessor, Lessor or an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, Lease (including all terms with respect to repurchase and substitution of the Leased Property and extension of the Term) and perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 XIII of this Lease and all Awards described in Article 14 XIV 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such the holder of an Encumbrance. Lessee agrees to execute at the request from time to time, at the request time of Lessor, Lessor or an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At 20.1 This Lease, at the request from time to time by one or more holders option of an Encumbrance that may hereafter be placed upon the Leased Property Landlord or any part thereofMortgagee or Overlandlord, shall be or shall become subject and subordinate, to all Overleases, and any to all Mortgages, and all advances thereon, which may now or hereafter affect this Lease or the Demised Premises, and to all renewals, replacements, modifications, consolidations, spreaders participations, replacements and extensions thereofof such Overleases and/or Mortgages; provided, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in however, any such Encumbrance Mortgagee or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to Overlandlord must execute and deliver to Lessor Tenant an agreement substantially in the form of Exhibit F attached hereto (a "Non-Disturbance Agreement") containing provisions to the effect that, as long as Tenant is not in default under the terms, covenants and conditions of this Lease beyond any grace period provided in this Lease for remedying the same, in any action or proceeding to terminate the holder Xxxxxxxxx, or to foreclose the Mortgage, Tenant will not be made a party defendant, that Tenant's possession of an Encumbrance the Demised Premises will not be disturbed, and that Tenant's leasehold estate and its rights and remedies hereunder will not be affected, impaired or terminated by any written agreement required such action or proceeding or by any judgment or order rendered therein. The term "Mortgages" as used herein shall be deemed to include trust indentures and deeds of trust. In the event that Landlord, any Mortgagee or any Overlandlord elects to subject and subordinate this Article within ten days Lease as mentioned in the preceding paragraph, then Landlord or its Mortgagee or Overlandlord shall give Tenant notice to such effect, and provided that such Mortgagee or Overlandlord shall have duly executed and delivered to Tenant a Non-Disturbance Agreement, immediately thereafter the aforesaid provisions shall be self-operative and no further instrument of written request thereof by Lessor subordination shall be required. In the event Landlord or any Overlandlord or any Mortgagee desires confirmation of such holder of an Encumbrance. Lessee agrees subordination, Tenant shall execute promptly a confirmatory certificate in form reasonably acceptable to execute from time to time, at the request of Lessor, an institutional investor of LessorTenant upon Landlord's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedrequest.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance Tenant agrees that may hereafter be placed upon the Leased Property or any part thereofthis Lease is, and shall be, subordinate or superior, at the option of Lessor, to any mortgage, and to all renewals, replacements, modifications, consolidations, spreaders replacements, and extensions thereof, Lessee will subordinate this Lease to the full extent of the principal sum secured thereby and all of Lesseeinterest thereon, to the extent such mortgage affects the leased premises or the Center; and that such subordination or superiority, depending on Lessor's rights and estate hereunder election from time to each such Encumbrance and time, shall be effective without any further act by Tenant. Tenant further agrees that it will attorn to and recognize such holder (or the any purchaser at any a foreclosure sale of such mortgage, or any sale under a power of sale contained in any such Encumbrance or a holder transferee who acquires the leased premises by a deed in lieu of foreclosure, and the successors and assigns of such purchasers, as the case may be) as its Lessor under this Lease for the unexpired balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 term of this Lease and all Awards described extensions, if any. Tenant further agrees that in Article 14 will be made available to Lessor for restoration of the Leased Property as and event that a mortgagee shall succeed to the extent required by interest of Lessor under this Lease, such mortgagee shall not be: liable for any act or omission of any prior lessor, including Lessor; liable for the return of any security deposit; subject only to reasonable regulation regarding any off-sets or defenses which Tenant may have against any prior lessor, including Lessor; bound by any rent or additional rent which Tenant may have paid for more than the manner current month to any prior lessor, including Lessor; bound by any amendment or modification of disbursement and application thereofthis Lease made without its consent. Lessee Tenant further agrees to execute any and deliver all further documents or instruments in addition to Lessor this Lease which may be deemed necessary requisite or desired to effectuate said subordination and attornment. The agreements and obligations of Tenant as set forth in this paragraph are undertaken by Tenant with the express understanding for the benefit of Tenant that in the event of foreclosure of any mortgage covering the leased premises or the holder of an Encumbrance any written agreement required by this Article within ten days of written request Center, or acquisition thereof by Lessor deed in lieu of foreclosure, the mortgagee, its successors and assigns, will not terminate this Lease, nor join Tenant in summary or such holder foreclosure proceedings, provided, Tenant shall continue to perform all of an Encumbrance. Lessee agrees to execute from time to time, at the request covenants and conditions of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder this Lease and the dates through which Rent has been paid and such other matters as may shall not be reasonably requestedin default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Tenant agrees that this Lease is and shall be subject and subordinate to any ground and/or underlying lease (including, but not limited to, the request from time Ground Lease), to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereofall mortgages, and any and to all renewals, replacements, modifications, consolidations, spreaders participations, replacements and/or extensions thereof now or hereafter affecting the Premises or the Facility provided that as to any currently existing and extensions thereoffuture mortgagees, Lessee will subordinate this Landlord shall provide Tenant with a subordination non-disturbance and attornment agreement from such mortgagee in such mortgagee’s customary form. Landlord shall use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from OverLandlord in form and substance as provided in Section 21 of the Ground Lease. This Lease and all shall not terminate or be terminable by Tenant by reason of Lessee's rights and estate hereunder any termination of any superior lease, by summary proceedings, or otherwise. Tenant agrees without further instruments of attornment in such case, to each such Encumbrance and will attorn to and recognize such holder (or lessor, to waive the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with any statute or prior rule of law now or hereafter in effect which may give or purport to recording give Tenant any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed right 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 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 Lessor shall have the right election to terminate this Lease under or to surrender possession of the terms Premises in the event such superior lease is terminated, and provisions expressly set forth herein; (b) agreeing that it will this Lease shall not be bound affected in any way whatsoever by all the terms of any such proceeding or termination. Tenant shall take no steps to terminate this Lease, perform whether or not such superior lease be terminated, without giving written notice to such lessor, and observe all a reasonable opportunity to cure but not in excess of Lessor's obligations set forth herein; and thirty (c30) agreeing that all proceeds days longer than the period Landlord has to cure same, without such lessor being obligated to cure), any default on the part of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration of the Leased Property as and to the extent required by Landlord under this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease and Tenant's interests and rights hereunder are and shall be subject and subordinate at all times to the request from time to time lien of any mortgage, now existing or hereafter created, on or against the Project, the Building or the Premises by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereofLandlord, and any and all amendments, restatements, renewals, replacements, modifications, consolidations, spreaders refinancings, assignments and extensions thereof, Lessee will subordinate this Lease and all without the necessity of Lessee's rights and estate hereunder any further instrument or act on the part of Tenant. Tenant agrees, at the election of the holder of any such mortgage, to each such Encumbrance and will attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and recognize deliver such instruments and other documents confirming such subordination and such instruments and other documents of attornment as shall be requested by any such holder; provided, however, as a condition to this subordination and attornment provision, Landlord shall be required to obtain from any such holder (or the purchaser at any foreclosure sale or any sale under of a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance of the Term then remaining, subject mortgage and deliver to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written Tenant an agreement in recordable form (a) consenting writing to this Lease and agreeing Tenant providing in substance 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 so long as Tenant shall faithfully discharge the obligations on its part to or affecting any of the foregoing, 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 Lessor shall have the right to terminate this Lease kept and performed under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform Tenant's tenancy under this Lease shall be undisturbed; and, in the event of a default under such mortgage or in the event of foreclosure or any enforcement of such mortgage, the rights of Tenant under this Lease shall expressly survive, and observe this Lease shall in all of Lessor's obligations set forth herein; respects continue in full force and effect. Tenant shall execute and deliver such instruments and other documents within ten (c10) agreeing that all proceeds of the casualty insurance described in Article 13 days after delivery or attempted delivery thereof pursuant to Section 33.9 of this Lease and all Awards described in Article 14 will be made available Lease. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only without Tenant's consent, by written notice to reasonable regulation regarding the manner Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of disbursement execution, delivery or recording, and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or in that event, such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of an Encumbrancesuch mortgage and had been assigned to such holder. Lessee agrees The term "mortgage" whenever used in this Lease shall be deemed to execute from time include deeds of trust, mortgages, security deeds, security assignments and any other instrument which creates a lien. Any reference to time, at the request "holder" of Lessor, an institutional investor such a mortgage shall be deemed to include the beneficiary under a deed of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedtrust.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Tenant understands that Landlord may become the request lessee under a ground or underlying lease of the Premises (or any portion thereof) in connection with the sale or financing of the Premises (or any portion thereof) to the lessor of such underlying lease, and Tenant agrees that this Lease and all rights of Tenant hereunder and under the Pre-Occupancy Agreement shall be subject and subordinate to such underlying lease and any extensions or modifications thereof and to the lien of any mortgage or mortgages now or at any time hereinafter in force against the Premises (or any portion thereof) and/or the underlying leasehold estate, and to all advances made or hereafter to be made upon the security thereof (all of the foregoing being referred to collectively as a “Landlord’s Mortgage”). Tenant agrees to execute such further customary instrument subordinating this Lease and Pre-Occupancy Agreement to any such Landlord’s Mortgage or mortgages as Landlord from time to time may request; provided, however, that such instrument shall not materially and adversely modify Tenant’s rights or obligations under this Lease. Tenant covenants and agrees that, if by one or more holders reason of an Encumbrance that may hereafter be placed upon any default on the Leased Property or part of Landlord as tenant under any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate such Landlord’s Mortgage to which this Lease is subject and all subordinate, said underlying Landlord’s Mortgage is terminated or is foreclosed by summary proceedings, voluntary agreement or otherwise, Tenant, at the election of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (the Mortgagee under said Landlord’s Mortgage or the purchaser at any of the Premises upon a foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosureLandlord’s Mortgage, as the case may be) , shall attorn to and recognize such lessor or mortgage owner or purchaser as Lessor Tenant’s Landlord under this Lease. Tenant further agrees to execute and deliver at any time upon request of Landlord or any party which shall succeed to the interest of Landlord, any instrument, in form and substance reasonably acceptable to Tenant, to evidence such attornment; provided, however, that such instrument shall not materially and adversely modify Tenant’s rights or obligations under this Lease. Tenant waives the provision of any law now or hereinafter in effect which may give to Tenant any right to elect to terminate this Lease for or the balance Pre-Occupancy Agreement or to surrender possession of the Term then remaining, subject to all Premises (or any portion thereof) in the event any proceeding is brought by any holder of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes Landlord’s Mortgage (including for example only the lessor under any underlying lease or the owner of any such mortgage) to terminate said underlying lease or foreclose such mortgage. Notwithstanding anything in this Section 29 to the contrary, Tenant shall not be required to attorn to any holder of any such Landlord’s Mortgage (including for example only the lessor of any underlying lease or the owner of any mortgage) nor shall this Lease or the rights of Tenant hereunder be subject or subordinate to any such underlying lease or mortgages unless any holder of any such Landlord’s Mortgage (including for example only the lessor of such underlying lease or the owner of such mortgage) agrees to enter into (and delivers in fact enters into) a written agreement in recordable form (a) consenting reasonably acceptable to Tenant that does not materially and adversely modify Tenant’s rights under 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 shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except provides that in the event Lessor any such Landlord’s Mortgage is terminated or foreclosed (including, for example only, in the event any underlying lease is terminated or any mortgage is foreclosed) by summary proceedings, voluntary agreement or otherwise, said lessor or mortgage owner, as the case may be, shall have recognize Tenant and agree to not disturb Tenant’s possessions of the right Premises or any part thereof for any reason other than one which would entitle Landlord to terminate this Lease or Tenant’s possession of the Premises under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this LeaseLease (including, without limitation, all terms with respect to Lessee's rights to purchase or substitute for the Leased Property), perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Project, the Building, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Tenant's rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord's Interest in the Premises is acquired by any ground lessor or Mortgagee, or in the event proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any and all renewalsupon the request of such successor in interest to Landlord, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and become the Tenant of the successor in interest to Landlord and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained successor in any such Encumbrance or a holder by a deed in lieu of foreclosure, interest as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remainingLease. Although this Section 16.1 is self-executing, subject to all of the terms Tenant covenants and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver deliver, upon demand by Landlord and in the form requested by Landlord, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to Lessor any such ground lessee or underlying leases or the holder lien of an Encumbrance any written agreement required by this Article within ten days such Mortgagee, or evidencing the attornment of written request thereof by Lessor or Tenant to any successor in interest to Landlord as herein provided, Tenant's failure to timely execute and deliver such holder of an Encumbrance. Lessee agrees to execute from time to timeadditional documents shall, at the request Landlord's option, constitute an Event of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedDefault hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease shall be automatically subject and subordinate at all times to the request from time to time by one lien of any first priority mortgages or more holders deeds of an Encumbrance that may hereafter be placed upon trust on, against, or affecting any portion of the Leased Property Premises, or Landlord’s interest or estate in any part thereofportion of the Premises, and any and to all renewals, replacements, modifications, consolidations, spreaders replacements, and extensions thereofthereof (each, Lessee will a “Mortgage”); provided that, as a condition precedent to such subordination, Tenant must receive a fully executed subordination, non-disturbance and attornment agreement substantially in the form attached as Exhibit E hereto, or in such other commercially reasonable form as required by Landlord’s Mortgagee (as hereinafter defined) (a “SNDA”) from any current and future encumbrance holder (each, a “Mortgagee”) with such changes as reasonably requested by Xxxxxx. Landlord shall request a SNDA from each present and any future Mortgagee seeking to subordinate this Lease to the lien of its Mortgage and all of Lessee's deliver the same to Tenant. In the event Mortgagee enforces it rights and estate hereunder to each such Encumbrance and under the Mortgage, Tenant, at Mortgagee’s option, will attorn to Mortgagee or its successor; provided, however, that, subject to the terms of any SNDA between Tenant and recognize such holder Mortgagee (which shall govern in the event of any conflicts with the provisions of this Section 7.1), Mortgagee or its successor shall not be liable for or bound by (i) any payment of any Rent installment that may have been made more than thirty (30) days before the purchaser at due date of such installment, (ii) any foreclosure sale act or any sale under a power omission of sale contained in any such Encumbrance or a holder default by a deed in lieu of foreclosure, as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remaining(but Mortgagee, or such successor, shall be subject to all the continuing obligations of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease landlord under the terms Lease arising from and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Leaseafter such succession, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration of the Leased Property as and but only to the extent required by this Leaseof Mortgagee’s, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees successor’s, interest in the Premises as provided in Article 12), (iii) any then-exercisable credits, claims, setoffs or defenses that Tenant may have against Landlord, or (iv) any obligation to execute from time provide tenant improvements allowances or perform tenant improvements to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedprovided by Landlord hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Tenant covenants and agrees, that upon request by Landlord, Tenant will execute and deliver a subordination, non-disturbance and attornment agreement ("SNDA Agreement"), in a form substantially similar to Exhibit G (or such other form as is reasonably acceptable to Tenant and Landlord's lender), evidencing the request from time subordination of this Lease with respect to time by one any ground leases or more holders of an Encumbrance that underlying leases (which may now exist or hereafter be placed upon executed affecting the Leased Property or Premises) and the lien of any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, or other security device (which may now exist or hereafter be executed, in any amount for which the Premises, ground lease(s) or underlying lease(s), or Landlord's interest or estate in any of said items is specified as security). Landlord or any such Mortgagee or ground lessor shall have the right, title at its election, to subordinate or interestcause to be subordinated any such mortgage, deed of trust, other security device, ground lease or underlying lease to this Lease. No subordination shall permit interference with Tenant's rights hereunder, and any ground lessor or Mortgagee shall formally recognize in writing Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Tenn. If Landlord's interest in the Premises is acquired by any ground lessor or Mortgagee, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, 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 Lessor shall have any proceedings are brought for the right foreclosure of, or in the event of exercise of the power of sale under, any mortgage, deed of trust or other security device made by Landlord covering the Premises or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of such successor in interest to terminate this Lease Landlord, attorn to and become the tenant of the successor in interest to Landlord and recognize such successor in interest as the Landlord under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform provided that such successor in interest agrees to formally recognize in writing Tenant and observe all of Lessor's obligations set forth herein; its permitted successors and (c) agreeing that all proceeds assigns as the tenant of the casualty insurance described in Article 13 of this Lease Premises and all Awards described in Article 14 will be made available shall not disturb Tenant's right to Lessor for restoration quiet possession of the Leased Property as and to Premises during the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.Tenn.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (1) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed in any amount for which the Leased Property Project, the Building, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Tenant's rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord's interest in the Premises is acquired by any ground lessor or Mortgagee, or in the event proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any and all renewalsupon the request of such successor in interest to Landlord, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and become the Tenant of the successor in interest to Landlord and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained successor in any such Encumbrance or a holder by a deed in lieu of foreclosure, interest as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remainingLease. Although this Section 16.1 is self-executing, subject to all of the terms Tenant covenants and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver deliver, upon demand by Landlord and in a commercially reasonable formor requested by Landlord, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to Lessor any such ground leases or underlying leases or the holder lien of an Encumbrance any written agreement required by this Article within ten days such Mortgage, or evidencing the attornment of written request thereof by Lessor or Tenant to any successor in interest to Landlord as herein provided. Tenant's failure to timely execute and deliver such holder of an Encumbrance. Lessee agrees to execute from time to timeadditional documents shall, at the request Landlord's option, constitute an event of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedDefault hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Subject to the request from time terms of this Section 16.1, this Lease shall be subject and subordinate to time by one (i) all ground leases or more holders of an Encumbrance that underlying leases which may not exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Premises, or any part thereof, or any ground leases or underlying lease thereof, or Landlord's interest or estate in any thereof is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. Tenant's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement ("Non-Disturbance Agreement") from the Mortgagee or ground lessor which Non-Disturbance Agreement is reasonably acceptable to Tenant and provides that no subordination shall permit interference with Tenant's rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and all renewalsits permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. Subject to the immediately preceding sentence, replacementsif Landlord's interest in the Premises is acquired by any ground lessor or Mortgagee, modificationsor in he event proceedings are brought for the foreclosure of, consolidationsor in the event of exercise of the power of sale under, spreaders and extensions any Mortgage made by Landlord covering the Premises or any part thereof, Lessee will subordinate this Lease or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and all upon the request of Lessee's rights and estate hereunder such successor in interest to each such Encumbrance and will Landlord, attorn to and become the Tenant of the successor in interest to Landlord and recognize such holder (successor in interest as the Landlord under this Lease. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form required by Landlord, or any Mortgagee or aground lessor and approved by Tenant, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the purchaser at any foreclosure sale or any sale under a power lien of sale contained in any such Encumbrance Mortgage, or a holder by a deed evidencing the attornment of Tenant to any successor in lieu of foreclosure, interest to Landlord as herein provided. No later than 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 mutual execution of this Lease; provided that each such institutional holder simultaneously with , Landlord shall deliver a Non-Disturbance Agreement from any present lender or prior to recording any such Encumbrance executes and delivers ground lessor having a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, rightmortgage or ground lease on the Premises, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant which non-disturbance agreement shall be subject to or affecting any of the foregoing, 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 Tenant's reasonable approval. In the event Lessor Landlord fails to deliver a non-disturbance agreement as required by this Section 19 within thirty (30) days after the date hereof, Tenant shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. This Lease shall at all times be subject and subordinate to the lien of any deed of trust, mortgage or other security instrument, including Landlord’s Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be reasonably required to further effectuate or confirm such subordination, so long as such subordination recognizes Tenant’s rights under this Lease in the manner described in the following paragraph. The subordination contained herein shall be memorialized by the execution and delivery of a written Subordination, Non-Disturbance, and Attornment Agreement by the applicable Landlord’s Mortgagee, and Tenant agrees to execute any such commercially reasonable form of Subordination, Non-Disturbance, and Attornment Agreement proposed by the applicable Landlord’s Mortgagee. Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in this Article 30 above or to Tenant’s obligation to execute any instruments as otherwise required under this Article 30 above, Tenant’s tenancy and Tenant’s rights under this Lease or any Easement shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, any Landlord’s Mortgage, and in the event of a foreclosure or other enforcement of any Landlord’s Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Notwithstanding the provisions of Article 30 above, the holder of any Landlord’s Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord’s Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. At any time prior to the request expiration of the Term, Tenant agrees, at the election and upon demand of any owner of the Project, or of a Landlord’s Mortgagee who has granted nondisturbance to Tenant pursuant to Article 30 above, to attorn, from time to time by one time, to any such owner or more holders of an Encumbrance that may hereafter be placed Landlord’s Mortgagee, upon the Leased Property terms and conditions of this Lease, for the remainder of the Term. The provisions of this Article 30 shall inure to the benefit of any such owner or Landlord’s Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Landlord’s Mortgage, shall be self-operative upon any part thereofsuch demand, and any no further instrument shall be required to give effect to said provisions. Tenant and all renewalsLandlord agree that, replacementsif requested by the other to, modificationswithout charge, consolidationsenter into a Subordination, spreaders Non-Disturbance and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder Attornment Agreement reasonably requested by a deed in lieu of foreclosureLandlord’s Mortgagee or Tenant, as the case may be, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Article 30 above, Tenant hereby agrees for the benefit of any Landlord’s Mortgagee whose name and address have been provided to Tenant that Tenant will not, (i) as Lessor under without in each case securing the prior written consent of such Landlord’s Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed, amend or modify this Lease for or enter into any agreement with Landlord so to do, (ii) without the balance prior written consent of such Landlord’s Mortgagee which may be withheld in its sole discretion, cancel or surrender or seek to cancel or surrender the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interesthereof, or enter into any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant agreement with Landlord to or affecting any of do so (the foregoing, Lessee parties agreeing that the foregoing shall not be disturbed construed to affect the rights or obligations of Tenant, Landlord or Landlord’s Mortgagee with respect to any termination permitted under the express terms hereof or (iii) pay any installment of Minimum Rent more than one (1) month in peaceful enjoyment advance of the Leased Property nor shall this Lease be terminated due date thereof or canceled at any time, except otherwise than in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of manner provided for in this Lease. If any Person providing financing of Trade Fixtures, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Leaserequires a landlord consent or collateral access agreement from Landlord, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to Landlord shall execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor such consent or such holder of an Encumbrance. Lessee agrees collateral access agreement as is reasonably acceptable to execute from time to time, at the Landlord promptly after Tenant’s request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedtherefore.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This Lease and the request from time rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to time by one any ground or more holders underlying lease of an Encumbrance that may the land and/or the Building now or hereafter be placed upon the Leased Property or any part thereof, and any existing and all renewalsamendments, replacements, modifications, consolidations, spreaders renewals and modifications thereto and extensions thereof, Lessee will and to the lien of any mortgage or deed of trust now or hereafter existing against the land and/or the Building, which may include other land and/or buildings and to all advances made or hereafter to be made upon the security thereof. Xxxxxx agrees to execute and deliver such further instruments subordinating this Lease to any such ground or underlying lease or to the lien of any such mortgage or deed of trust as may be requested in writing by Landlord from time to time. Tenant acknowledges that its title is and always shall be subordinate to the title of the owner of the land and the Building, and nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of the owner of the land or the Building. Tenant's obligation to subordinate this Lease to any future ground lessor or lender shall be conditioned upon the ground lessor or lender agreeing to recognize this Lease in the event of a default or foreclosure provided Tenant is not in default past the period to cure, and all of Lesseesuch recognition does not decrease Tenant's rights or increase Tenant's obligations. If any ground or underlying lessor or mortgagee or trustee of deed requires that this Lease be prior rather than subordinate, Tenant shall promptly and estate hereunder to each without charge execute a document effecting and/or acknowledging such Encumbrance priority and will the Tenant's attornment obligation. In the event of the cancellation or termination of any such ground or underlying lease in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such mortgage or deed of trust by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure, Tenant, at the request of the then Landlord, shall attorn to and recognize such ground or underlying lessor, mortgagee, holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, 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 that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, rightor purchaser in foreclosure as Xxxxxx's Landlord under this Lease so long as Tenant's rights under its lease are recognized and its obligations thereunder are not increased and provided such ground or underlying lessor, title or interestmortgagee, holder of the deed of trust, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed purchaser in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor foreclosure agrees that Tenant shall have the right to terminate remain in possession of the Premises under this Lease under and the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application conditions thereof. Lessee Xxxxxx agrees to execute and deliver to Lessor at any time upon request of such ground or the underlying lessor, mortgagee, holder of an Encumbrance the deed of trust, purchaser, or their successors, any written agreement required by instrument to further evidenced such attornment. Tenant hereby waives its right, if any, to elect to terminate this Article within ten days Lease or to surrender possession of written the Premises in the event of any such ground or underlying lease termination, or mortgage or deed of trust foreclosure. If, in connection with the procurement, continuation or renewal of any financing for which the Building or of which the interest of the lessee therein under a ground or underlying lease, represents collateral in whole or in part, the lender or ground or underlying lessor shall request thereof by Lessor reasonable modifications of this Lease. Tenant will not unreasonably withhold its consent provided such modifications do not increase Tenant's obligations or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessorreduce Tenant's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedrights under this Lease.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Tenant accepts this Lease subject and subordinate to all mortgages (including, without limitation, the request from time to time by one notes or more holders other obligations secured thereby, any assignments of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, leases and rents securing such notes and any and all renewals, replacementsmodifications, consolidations, replacements or extensions of any mortgages, notes or other obligations secured thereby) now in existence or hereinafter made by Landlord as mortgagor from time to time, affecting the fee title or the leasehold estate to the Building or any part thereof or Landlord's interest therein, provided that so long as Tenant complies with all the terms, obligations, and conditions of this Lease, Tenant's use and possession of the Premises shall remain undisturbed and this Lease shall not terminate. Tenant also accepts this Lease subject and subordinate to all instruments in the chain of fee title and/or the leasehold estate of Landlord to the Building or the Land, including, without limitation, any and all renewals, modifications, consolidations, spreaders replacements or extensions of such instruments. This clause shall be self-operative and no further instrument of subordination shall be required in confirmation thereof. Notwithstanding the foregoing, Tenant shall execute, acknowledge and deliver to the holder of any mortgages or to any of the parties to such instruments, at any time upon demand by the holder or by any such party, any releases, certificates, further assurances or other documents that may be required by the holder or by any such party, for the purpose of evidencing the subordination of this Lease to the mortgages or instruments or to any renewals, modifications, consolidations, replacements or extensions thereof, Lessee will subordinate . In the event of a sale under any mortgage (or any note or other obligation secured thereby) to which this Lease is subordinate, or a taking of possession of the Premises by the mortgagee or other person acting for or through the mortgagee under any mortgage to which this Lease is subordinate, then and all upon the happening of Lessee's rights and estate hereunder to each any such Encumbrance and will events, if the mortgagee or other person acting under or through the mortgagee shall so request, Tenant shall attorn to and recognize such holder the mortgagee as Landlord. This attornment shall be effective and self-operative, without the execution of any other instruments, immediately upon the mortgagee succeeding to Landlord's interest. Tenant shall attorn to any successor in interest to Landlord (or the purchaser at any foreclosure whether succession is by purchase, foreclosure, sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance power of the Term then remainingsale, subject to all of the terms and provisions of this Leaseany sale-leaseback transaction, or otherwise), if required by Landlord; provided that each such institutional holder simultaneously so long as Tenant complies with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms terms, obligations and conditions of this Lease, perform Tenant's use and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds possession of the casualty insurance described in Article 13 Premises shall remain undisturbed and this Lease shall not terminate. Tenant shall, upon demand, execute any agreement or agreements confirming its attornment. Tenant shall give any mortgagee notice of any default by Landlord under this Lease and all Awards described in Article 14 will be made available shall afford any mortgagee the same right (but not the obligation) to Lessor for restoration of cure the Leased Property default as and Landlord, but not less than thirty days to the extent required cure. Landlord, Landlord's mortgagee or any other similarly secured party, may, at their option, make this Lease superior to any mortgage, ground lease or other security instrument by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within giving Tenant ten days prior written notice. No other documentation shall be necessary to effect this change. This Lease will, in all events, be prior to all other mortgages or deeds of trust on the Premises at any time recorded. Tenant will not subordinate this Lease to any other mortgage without the prior written request thereof by Lessor or consent of Landlord and Landlord's mortgagee, and any attempted subordination without such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may consent shall be reasonably requestedvoid.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of LesseeLxxxxx'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 any such Encumbrance or a holder by a deed in lieu of foreclosure, 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 that Lease so long as each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a mutually acceptable written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, Lease and will perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee Lxxxxx agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article that is in a form reasonably acceptable to Lessee within ten twenty days of written request thereof by Lessor or such the holder of an Encumbrance. Lessee Lxxxxx agrees to execute at the request from time to time, at the request time of Lessor, Lessor or an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder of which Lxxxxx is aware and the dates through which Rent has been paid and such other reasonable matters as may be reasonably requestedrequested by such lender or Lessor.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease and any future amendment of this Lease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Property, the Building, ground leases and/or underlying leases, and/or Landlord's interest or estate in any of said items, is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Tenant's rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord's interest in the Premises is acquired by any ground lessor or Mortgagee, or if proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or if a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any upon the request of such successor in interest to Landlord, attorn to and all renewals, replacements, modifications, consolidations, spreaders become the Tenant of the successor in interest to Landlord and extensions thereof, Lessee will subordinate recognize such successor in interest as the Landlord under this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, 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 amendment of this Lease; provided that each such institutional holder simultaneously with or prior . Although this Section 16.1 is self-executing, Tenant covenants and agrees to recording any such Encumbrance executes execute and delivers a written agreement deliver, upon demand by Landlord and in recordable the form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interestrequested by Landlord, or any defaultMortgagee, expirationor ground lessor, termination, foreclosure, sale, entry any additional documents evidencing the priority or other act or omission under, pursuant to or affecting any of the foregoing, 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 subordination of this Lease and all Awards described any amendment of this Lease with respect to any such ground leases or underlying leases or the lien of any such Mortgage, and/or evidencing the attornment of Tenant to any successor in Article 14 will be made available interest to Lessor for restoration of the Leased Property Landlord as and herein provided. Tenant's failure to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to timely execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article such additional documents within ten (10) days of following written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to timetherefor, which failure continues for five (5) days after a second written request, shall, at the request Landlord's option, constitute an Event of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedDefault hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At the request from time to time by one or more holders of an Encumbrance Tenant agrees that may hereafter be placed upon the Leased Property or any part thereofthis Lease is, and shall be, subordinate or superior, at the option of Lessor, to any mortgage, and to all renewals, replacements, modifications, consolidations, spreaders replacements, and extensions thereof, Lessee will subordinate this Lease to the full extent of the principal sum secured thereby and all of Lesseeinterest thereon, to the extent such mortgage affects the leased premises or the Center; and that such subordination or superiority, depending on Lessor's rights and estate hereunder election from time to each such Encumbrance and time, shall be effective without any further act by Tenant. Tenant further agrees that it will attorn to and recognize such holder (or the any purchaser at any a foreclosure sale of such mortgage, or any sale under a power of sale contained in any such Encumbrance or a holder transferee who acquires the leased premises by a deed in lieu of foreclosure, and the successors and assigns of such purchasers, as the case may be) as its Lessor under this Lease for the unexpired balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 term of this Lease and all Awards described extensions if any. Tenant further agrees that in Article 14 will be made available to Lessor for restoration of the Leased Property as and event that a mortgage shall succeed to the extent required by interest of Lessor under this Lease, such mortgage shall not be: liable for any act or omission of any prior lessor, including Lessor; liable for the return of any security deposit; subject only to reasonable regulation regarding any off-sets or defenses which Tenant may have against any prior lessor, including Lessor; bound by any rent or additional rent which Tenant may have paid for more than the manner current month to any prior lessor, including Lessor; bound by any rent or additional rent which Tenant may have paid for more than the current month to any prior lessor, including Lessor; bound by any amendment or modification of disbursement and application thereofthis Lease made without its consent. Lessee Tenant further agrees to execute any and deliver all further documents or instruments in addition to Lessor this Lease which may be deemed necessary requisite or desired to effectuate said subordination and attornment. The agreements and obligations of Tenant as set forth in this paragraph are undertaken by Tenant with the express understanding for the benefit of Tenant that in the event of foreclosure of any mortgage covering the leased premises or the holder of an Encumbrance any written agreement required by this Article within ten days of written request Center, or acquisition thereof by Lessor deed in lieu of foreclosure, the mortgagee, its successors and assigns, will not terminate this Lease, nor join Tenant in summary or such holder foreclosure proceedings, provided, Tenant shall continue to perform all of an Encumbrance. Lessee agrees to execute from time to time, at the request covenants and conditions of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder this Lease and the dates through which Rent has been paid and such other matters as may shall not be reasonably requestedin default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Project, the Building, ground leases and/or underlying leases, and/or Landlord’s interest or estate in any of said items, is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Tenant’s rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant’s right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord’s interest in the Premises is acquired by any ground lessor or Mortgagee, or if proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or if a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of such successor in interest to Landlord, attorn to and become the Tenant of the successor in interest to Landlord and recognize such successor in interest as the Landlord under this Lease. Although this Section 16.1 is self-executing, Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, or any Mortgagee, or ground lessor, any additional commercially reasonable documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such Mortgage, and/or evidencing the attornment of Tenant to any successor in interest to Landlord as herein provided. Tenant’s failure to timely execute and all renewalsdeliver such additional documents within fifteen (15) days following written request therefor shall, replacementsat Landlord’s option, modificationsconstitute an Event of Default hereunder. At Tenant’s written request, consolidationsLandlord shall request that the holder of any Mortgage execute a written "non-disturbance agreement" in favor of Tenant providing that if Tenant is not in default under this Lease beyond any applicable grace period, spreaders and extensions thereof, Lessee such party will subordinate recognize this Lease and all of Lessee's Tenant’s rights and estate hereunder to each such Encumbrance and will attorn to not disturb Tenant’s possession hereunder, and recognize such holder (or the purchaser at any foreclosure sale or any sale under if this Lease is by operation of law terminated in a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, that a new lease will be entered into on the same terms 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 Leaseremaining term hereof; provided that each if, in order to obtain such institutional holder simultaneously with non-disturbance agreement Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or prior to recording withdraw Tenant’s request for such non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith. The failure of any such Encumbrance executes and delivers holder of a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees Mortgage to execute and deliver such a non-disturbance agreement upon Landlord’s request shall not constitute a default hereunder by Landlord, it being understood that Landlord’s sole obligation is to Lessor or request in good faith the holder execution and delivery of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedagreement.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At Without the request from time necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to time by one the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) all ground leases or more holders of an Encumbrance that underlying leases which may now exist or hereafter be placed upon executed affecting the Leased Property Building, and (ii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Project, the Building, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord or any such Mortgagee or ground lessor shall have the right, at its election, to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall permit material interference with Tenant's rights or increase its obligations or liability hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant's right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. If Landlord's interest in the Premises is acquired by any ground lessor or Mortgagee, or in the event proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any Mortgage made by Landlord covering the Premises or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and any and all renewalsupon the request of such successor in interest to Landlord, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and become the Tenant of the successor in interest to Landlord and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained successor in any such Encumbrance or a holder by a deed in lieu of foreclosure, interest as the case may be) as Lessor Landlord under this Lease for the balance of the Term then remainingprovided such successor in interest assumes and agrees to be bound by, subject to in writing, all of the terms and provisions of Landlord's obligations under this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes . Although this Section 16.1 is self-executing, Tenant covenants and delivers a written agreement in recordable form (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 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver deliver, upon demand by Landlord and in the form requested by Landlord, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to Lessor any such ground leases or underlying leases or the holder lien of an Encumbrance any written agreement required by this Article within ten days such Mortgage, or evidencing the attornment of written request thereof by Lessor or Tenant to any successor in interest to Landlord as herein provided. Tenant's failure to timely execute and deliver such holder of an Encumbrance. Lessee agrees to execute from time to timeadditional documents shall, at Landlord's option, constitute an Event of Default hereunder. Landlord represents that no Mortgage currently encumbers the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedPremises.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At This lease shall be --------------------------------------------- subject and subordinate at all times to the request from time Master Lease and to time by one the lien of any mortgage, deed of trust or more holders other security interest ("mortgage") now existing or hereafter executed in any amount which effects the Building or for which Landlord's interest or estate in the Premises is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such liens to this Lease. In the event that any mortgage is foreclosed or a conveyance in lieu of an Encumbrance that may hereafter be placed upon foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, have the Leased Property or any part thereofright to attorn to, and shall attorn to, and become Tenant of, the successor in interest to Landlord on all of the terms and conditions contained in this Lease. Tenant covenants and agrees to execute and deliver, within five (5) days of request by Landlord and in the form requested by Landlord, any additional instruments evidencing the priority or subordination of this Lease with respect to the lien of any such mortgage. A condition precedent to the subordination herein and to the execution of any future instrument of subordination is that Landlord shall obtain for the benefit of Tenant a non-disturbance and attornment agreement from the lender in whose favor the subordination is given, in content reasonably acceptable to Tenant. Tenant shall promptly review and execute any non-disturbance agreement submitted to Tenant by Landlord which meets with the requirements of this Section, and shall promptly advise Landlord if Tenant disapproves of any such proposed agreement. Said agreement shall provide that (a) Tenant will not be named or joined in any proceeding to enforce the mortgage unless such is required by law in order to perfect the proceeding, (b) enforcement of the mortgage will not terminate the Lease or disturb Tenant in the possession and use of the Premises, unless Tenant is in default beyond the period provided in the Lease to remedy the default, and (c) any party succeeding to the interest of the Landlord as a result of the enforcement of the mortgage shall be bound to the Tenant under all renewalsthe terms, replacements, modifications, consolidations, spreaders covenants and extensions thereof, Lessee will subordinate conditions of this Lease from and after the date of succeeding to the Landlord's interest under this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and 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 Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance of the Term then remainingof the Lease, except that in no event will such party be liable for claims arising prior to the date of succession, or be subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with offsets or defenses Tenant might have against a prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interestLandlord, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, 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 Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all any amendment to the terms Lease made without the lender's consent, or be liable for completion of this Leaseconstruction of any improvements, perform and observe all of Lessor's obligations set forth herein; or be bound by any Rent payments made more than one month in advance to the prior Landlord, and (cd) agreeing that all proceeds Tenant is obligated to attorn to any party succeeding to the interest of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration Landlord as a result of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner enforcement of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedmortgage.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. At (6.4 S) This Lease and all rights of the request from time COUNTY hereunder are subject and subordinate to time by one any mortgage or more holders deed of an Encumbrance that trust which does now or may hereafter be placed upon cover the Leased Property Premises or any part interest of CITY therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereofof any such mortgage or deed of trust except, Lessee will subordinate insofar as COUNTY is meeting its obligations under this Lease, any foreclosure of any mortgage or deed of trust shall not result in the termination of this Lease and all or the displacement of Lessee's rights and estate hereunder to each such Encumbrance and will COUNTY. In the event of transfer of title of the Premises, including any proceedings brought for foreclosure or in the event of the exercise of the power of sale under any mortgage or deed of trust, or by any other transfer of title covering the Premises, COUNTY shall attorn to and recognize such any subsequent title holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor CITY under this Lease for the balance of the Term then remainingall terms, subject to all of the terms covenants and provisions conditions of this Lease; provided that each such institutional holder simultaneously . COUNTY’s possession of the Premises shall not be disturbed by the CITY, or its successors in interest, and this Lease shall remain in full force and effect. Said attornment shall be effective and self‑operative immediately upon succession of the current title holder, or its successors in interest, to the interest of CITY under this Lease. CITY shall require all future lenders on the Premises, upon initiation of their interest in the Premises, to enter into a Subordination, Attornment and Non‑Disturbance Agreement with COUNTY, thereby insuring COUNTY of its leasehold interests in the Premises. Said Subordination, Attornment and Non‑Disturbance Agreement shall be in the form of COUNTY’s standard form Subordination, Attornment and Non‑Disturbance Agreement or prior to recording in a form approved by COUNTY’s County Librarian, Manager of Corporate Real Estate and County Counsel. Foreclosure shall not extinguish this Lease, and any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting lender or any third party purchasing the Premises at foreclosure sale shall do so subject 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 shall thereafter perform all obligations and be responsible for all liabilities of the foregoing, 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 Lessor shall have the right to terminate this Lease CITY under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 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 manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or a Facility Mortgagee, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.