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

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) this Lease isThis Lease, and all at the option of Tenant's rights hereunder are and Landlord or any of its lenders, shall always be, subject and be subordinate to any Mortgage now existing ground lease, mortgage or hereafter given by Landlord any other hypothecation for security and to all advances made or to be made thereunder and to the interest thereon, and all any renewals, replacementsfuture advances, modifications, consolidations, or replacements and extensions thereof; and , provided Tenant's rights hereunder continue to be recognized so long as no Event of Default exists. (iib) that if any Provided Tenant's rights hereunder continue to be recognized so long as no Event of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so requestDefault exists, Tenant will attorn toshall execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any mortgage, and recognize such Mortgagee ground lease or purchaserother security device, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none (c) In the event of (i) a sale, assignment, ground lease, mortgage or other transfer of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, interest in the Premises or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due dateportion thereof or in this Lease; or (ii) be responsible any proceedings brought for the Security Deposit foreclosure of, the granting of a deed in lieu of foreclosure of or the exercise of the power of sale under any mortgage or security agreement made by Landlord covering the Premises or any portion thereof, and provided that such mortgagee or other similar funds in respect transferee shall agree to recognize Tenant's rights hereunder so long as an Event of Default has not occurred, Tenant shall attorn to the mortgagee or other transferee and recognize such mortgagee or other transferee as Landlord under this Lease not actually paid to itLease. c. (d) In the event Landlord desires to convey the Premises pursuant to a sale/leaseback transaction, Tenant fails shall upon Landlord's request agree to execute terminate this Lease and deliver enter into a new lease upon the instruments same terms and documents conditions as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) this This Lease is, and all of Tenant's rights hereunder are and shall always be, subject and is subordinate to any Mortgage all mortgages, trust indentures and other encumbrances which may now existing or hereafter given by Landlord affect such leases or all or any portion of the Premises and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements and extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions . This clause shall be self-operative, operative and no further instrument or document subordination shall be necessary unless required in order to effectuate it. Tenant covenants and agrees nevertheless, to execute and deliver promptly any certificate or other assurance in confirmation of such subordination reasonably requested by any such Mortgagee or purchasermortgagee. b. (b) Tenant agrees that none in the event any proceedings are brought for the foreclosure of Landlordany mortgage to which this Lease is subordinate, Tenant will attorn to the purchaser at any such foreclosure sale and will recognize such purchaser as its landlord under this Lease. Any attornment to a purchaser pursuant to this Section 25 shall occur automatically, but Tenant shall on request by and without cost to Landlord or any purchaser execute and deliver any reasonable instruments evidencing such attornment. (c) Notwithstanding the foregoing, no subordination or attornment pursuant to the provisions of this Section 25 shall be effective unless prior to the date any party desiring such subordination or attornment obtains title to the Premises, such party has acknowledged by written notice to Tenant that this Lease and Tenant's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser rights hereunder shall either: continue undisturbed while Tenant is not in default hereunder; except that party shall not be: (i) Liable for any act or omission of any prior Landlord; provided, however, such party shall not be bound released from liability if such act or omission constitutes a breach of the Landlord's obligations under the Lease and continues after the lender or purchaser succeeds to the interest of the Landlord under the Lease; or (ii) Subject to any offsets or defenses which Tenant might have against any prior Landlord; or (iii) Bound by any payment of Base Rent made which Tenant might have paid for more than one month in advance to any prior Landlord. In addition, and notwithstanding the provisions of this Section 25, any subordination of this Lease or attornment by Tenant shall be subject to Tenant's receipt of written assurance from the mortgagee or deed of trust holder that (a) Tenant's possession and this Lease, including any options to extend the Lease, will not be disturbed so long as Tenant is not in default hereunder beyond any applicable notice and cure periods and attorns to the record owner of the Premises; and (b) in the event of foreclosure or sale, the Lease shall continue in full force and effect in accordance with its terms as a direct lease between Tenant and such mortgagee, deed of trust holder, or other purchaser; provided that such rights of Tenant shall be subject to the provisions of Section 25(c)(i) through (iii) above. (d) In the event a foreclosure is commenced against the Premises, Landlord will give Tenant notice of such commencement at least thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to itforeclosure sale. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees At the request from time to time by one or more holders of an Encumbrance that (i) this Lease ismay hereafter be placed upon the Leased Property or any part thereof, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or 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 (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee Encumbrance or purchasera holder by a deed in lieu of foreclosure, as the case may be, ) as landlord Lessor under this Lease for the balance then remaining 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, subject to perform and observe all terms of this LeaseLessor's obligations set forth herein; and (iiic) agreeing that all proceeds of the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds casualty insurance described in respect Article 13 of this Lease not actually paid and all Awards described in Article 14 will be made available to it. c. In Lessor for restoration of the event Tenant fails 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 instruments and documents as provided for in holder of an Encumbrance any written agreement required by this Section Article within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord ten days of written request thereof by Lessor or such Mortgagee holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's a Facility Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as the case may be, recognizing this Lease and Tenant's rights hereunderbe reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if 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 Landlord's Mortgagees said items is specified as security. Landlord or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgageeground lessor shall have the right, Landlord's Mortgagee-in-possessionat its election, to subordinate or purchaser shall either: (i) cause to be bound by any payment of Rent made more than thirty (30) days prior to its due date, and subordinated any such sum ground leases or underlying leases or any such liens to this Lease. No subordination shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled permit material interference with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and 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 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 requested by Landlord, or any Mortgagee or ground lessor, any additional 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, 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 shall, at Landlord's option, constitute an Event of Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease isThis Lease, and all rights of Tenant's rights hereunder Tenant hereunder, are and shall always be, subject and be subordinate to any Mortgage mortgage, long-term lease such as a master lease, ground lease, deed of trust or other encumbrance, whether now existing of record or hereafter given by Landlord and to all advances made or to be made thereunder and to recorded after the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term date of this Lease, affecting all or any part of 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 Superior Mortgagee shall succeed to the rights of Landlord hereunder, whether through deed-in-lieu of foreclosure, foreclosure action or delivery of a new lease or deed, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease 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 terms terms, conditions, and covenants as set forth in this Lease, except that the Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; and (iiib) that the aforesaid provisions shall be self-operative, and no further instrument subject to any offset; or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (ic) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect previous modification of this Lease not actually paid to it. c. In the event 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 fails to shall, within fifteen (15) days of a request by Landlord, execute and deliver the any documents or instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such that may be required by Superior Mortgagee or purchaser, Landlord to confirm such subordination or attornment. So long as the case may be, as Tenant's attorney-in-fact and Tenant is not in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed hereindefault under this Lease, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as possession of the case may be, recognizing this Lease Premises and Tenant's rights hereunderand privileges under this Lease shall not be diminished or interfered with by any Successor Landlord during the term of this Lease. This particular provision shall be binding upon any assigns or successors in interest to Landlord. Notwithstanding the subordination and attornment of this Lease to any Superior Mortgagee which presently exists or which may hereafter be made, or to any renewal, modification, replacement or extension hereafter of any Superior Mortgagee, such Superior Mortgagee, by separate recordable agreement, shall agree that so long as this Lease is in effect and 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 attornment provisions satisfactory to Superior Mortgagees.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, is and at all of Tenant's rights hereunder are and times shall always be, be subject and subordinate to any Mortgage ground or underlying leases, mortgages, trust deeds or like encumbrances, which now existing affect the Property or hereafter given by Landlord Leased Premises, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or 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, 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 to such ground or underlying lease or to the lien of any mortgage or like encumbrance now or hereafter placed upon the Property. In the event of the sale of the Property upon foreclosure or upon the exercise of a power of sale, or by 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 "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 the LANDLORD under this Lease and to continue to be bound by 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, 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 to the holder(s) of the indebtedness or other obligations secured 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 (ii) that if any a reasonable period of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained time (in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining light both of the Term time required to cure the act or omission and the effect of this Leasethe act or omission on TENANT's business operations in the Leased Premises) to cure the act or omission has elapsed following the giving of the notice, subject during which time LANDLORD and such holder(s), or either of them, their agents or employees, will be entitled to all terms of this Lease; enter upon the Leased Premises and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall do therein whatever may be necessary unless required to cure the act or omission. Upon request by any such Mortgagee or purchaser. b. Tenant agrees that none TENANT, LANDLORD will use commercially reasonable efforts to obtain a non-disturbance agreement in favor of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment TENANT from all holders of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable fee mortgages on the due date; or (ii) be responsible for Property on the Security Deposit or other similar funds in respect of this Lease not actually paid to itdate thereof. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) Lessee's rights shall be subject to any bona fide mortgage, deed of trust or other security interest which is now or may hereafter be placed upon the Premises by Lessor. Lessee shall, if requested by Lessor or Lessor's lender, execute a separate agreement reflecting such subordination and, further, shall be obligated to execute such documentation as may facilitate Lessor's sale or refinancing of the Premises, including but not limited to an estoppel certificate substantially in the form attached hereto as Exhibit "B" or a subordination, attornment and non-disturbance agreement substantially in the form attached hereto as Exhibit "C". (b) In the event of a sale, assignment or transfer by Lessor of its interest in the Premises or in this Lease is(whether by sale, and all default, foreclosure or otherwise) to a successor in interest who expressly assumes the obligations of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord Lessor under this Lease for the balance then remaining of the Term Lease, Lessor shall thereupon be released and discharged from its obligations and covenants under this Lease, except those obligations that have accrued prior to such sale, assignment or transfer. Lessor's assignment of this Lease, subject to or any or all terms of its rights in this Lease; and (iii) that the aforesaid provisions , shall be self-operativenot affect Lessee's obligations hereunder, and no further instrument Lessee shall attorn and look to the assignee as Lessor, provided Lessee has first received written notice of such assignment. Provided, further, however, that in the event that a lender of Lessor, its successors or document assigns shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none become the owner of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit Premises through foreclosure or other similar funds judicial process, then, in respect of that event, the lender, its successors or assigns shall have the right to cancel this Lease not actually paid upon ninety (90) days written notice to itLessee. c. In the event Tenant fails (c) Whether in connection with a sale or refinancing or otherwise, Lessee shall be obligated to execute and deliver to Lessor or its lender, an estoppel certificate substantially in the instruments and documents form attached hereto as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord Exhibit "B" or such Mortgagee other documentation as reasonably may be requested by Lessor or purchaserits lender, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power within fifteen (15) days of attorney is given as security coupled with an interest and is irrevocablereceipt of a written request therefor. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) this Lease isall ground leases or underlying leases which may now or hereafter be executed affecting the Building, and all (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 ’s rights hereunder are hereunder, and shall always beany ground lessor or Mortgagee, subject and subordinate to any whether under a ground lease or Mortgage now existing or hereafter given 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 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 to all advances made or to be made thereunder and to in the interest thereon, and all renewals, replacements, modifications, consolidationsform requested by Landlord, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possessionor ground lessor, any additional documents evidencing the priority or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect subordination of this Lease not actually paid with respect to itany 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. c. In the event Tenant fails · Tenant’s failure to timely execute and deliver the instruments and such additional documents as provided for in this Section within the time period set forth hereinten (10) business days following written request therefor shall, Tenant does hereby makeat Landlord’s option, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power constitute an Event of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Subject to the provisions of this Article 30, Tenant agrees that (i) this Lease is, and shall at all of Tenant's rights hereunder are and shall always be, times be subject and subordinate to the lien of any Mortgage now existing Facility Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be reasonably required to further effectuate or hereafter given 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 Landlord 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 all advances made 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 made thereunder and to disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the interest thereonexistence of, or any default under, any Facility Mortgage, and all renewals, replacements, modifications, consolidationsin the event of a foreclosure or other enforcement of any Facility Mortgage, or extensions sale in lieu thereof; and (ii) that if any of Landlord's Mortgagees or if , the purchaser at any such foreclosure sale or at shall be bound to Tenant for the Term of this Lease and any sale 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 power Subordination, Non-Disturbance and Attornment Agreement setting forth the provisions of sale or assent to decree contained 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 so requestoption, 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 expiration of the Term, Tenant will attorn 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, to any such owner or Facility Mortgagee, upon the 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 such demand, and no further instrument shall be required to give effect to said provisions. Tenant and Landlord agree that, if requested by the other to, without charge, enter into a Subordination, Non-Disturbance and recognize such Attornment Agreement reasonably requested by a Facility Mortgagee or purchaserTenant, as the case may be, as landlord under 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) 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 then remaining 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 hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of this LeaseTenant, subject Landlord or Facility Mortgagee with respect to all any termination permitted under the express terms of this Lease; and hereof or (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by pay any such Mortgagee or purchaser. b. Tenant agrees that none installment of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Minimum Rent made more than thirty one (301) days prior to its due date, and any such sum shall be due and payable on month in advance of the due date; date thereof or (ii) be responsible for otherwise than in the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as manner provided for in this Section within the time period set forth hereinLease. If. any Person providing financing of Trade Fixtures, Tenant does hereby makerequires a landlord consent or collateral access agreement from Landlord, constitute, Landlord shall execute and appoint Landlord deliver such consent or such Mortgagee or purchaser, collateral access agreement as the case may be, as is reasonably acceptable to Landlord promptly after Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable’s request therefore. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees At the request from time to time by one or more holders of an Encumbrance that (i) this Lease ismay hereafter be placed upon the Leased Property or any part thereof, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or spreaders and extensions thereof, Lessee will subordinate this Lease and all of 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 (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee Encumbrance or purchasera holder by a deed in lieu of foreclosure, as the case may be, ) as landlord Lessor under this Lease for the balance then remaining 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, subject to perform and observe all terms of this LeaseLessor’s obligations set forth herein; and (iiic) agreeing that all proceeds of the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds casualty insurance described in respect Article XIII of this Lease not actually paid and all Awards described in Article XIV will be made available to it. c. In Lessor for restoration of the event Tenant fails Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lxxxxx agrees to execute and deliver to Lessor or the instruments holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lxxxxx agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any. defaults of Lessor hereunder and documents the dates through which Rent has been paid and such other matters as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocablebe reasonably requested. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees At the request from time to time by one or more holders of an Encumbrance that (i) this Lease ismay hereafter be placed upon the Leased Property or any part thereof, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or 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 (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee Encumbrance or purchasera holder by a deed in lieu of foreclosure, as the case may be, ) as landlord Lessor under this Lease for the balance then remaining 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, subject to perform and observe all terms of this LeaseLessor's obligations set forth herein; and (iiic) agreeing that all proceeds of the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds casualty insurance described in respect Article XIII of this Lease not actually paid and all Awards described in Article XIV will be made available to it. c. In Lessor for restoration of the event Tenant fails 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 instruments and documents as provided for in holder of an Encumbrance any written agreement required by this Section Article within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord ten days of written request thereof by Lessor or such Mortgagee holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's a Facility Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as the case may be, recognizing this Lease and Tenant's rights hereunderbe reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if 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 Landlord's Mortgagees said items is specified as security. Landlord or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgageeground lessor shall have the right, Landlord's Mortgagee-in-possessionat its election, to subordinate or purchaser shall either: (i) cause to be bound by any payment of Rent made more than thirty (30) days prior to its due date, and subordinated any such sum ground leases or underlying leases or any such liens to this Lease. No subordination shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled permit material interference with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and 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 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 requested by Landlord, or any Mortgagee or ground lessor, any additional 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, 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 shall, at Landlord's option, constitute an Event of Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, and all of Tenant's rights hereunder are and shall always be, be automatically subject and subordinate at all times to the lien of any Mortgage now existing first priority mortgages or hereafter given by Landlord deeds of trust on, against, or affecting any portion of the Premises, or Landlord’s interest or estate in any portion of the Premises, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements, and extensions thereofthereof (each, a “Mortgage”); and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under provided that, as a power of sale or assent condition precedent to decree contained in any such Mortgage shall at its sole option so requestsubordination, 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 deliver the same to Tenant. In the event Mortgagee enforces it rights under the Mortgage, Tenant, at Mortgagee’s option, will attorn to, and recognize such to Mortgagee or purchaserits successor; provided, as the case may behowever, as landlord under this Lease for the balance then remaining of the Term of this Leasethat, subject to all the terms of this Lease; any SNDA between Tenant and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee (which shall govern in the event of any conflicts with the provisions of this Section 7.1), Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, its successor shall not be liable for or purchaser shall either: bound by (i) be bound by any payment of any Rent installment that may have been made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on before the due date; or date of such installment, (ii) be responsible for the Security Deposit any act or other similar funds in respect omission of or default by Landlord under this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein(but Mortgagee, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee successor, shall be subject to the continuing obligations of landlord under the Lease arising from and after such succession, but only to the extent of Mortgagee’s, or purchasersuch successor’s, as interest in the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn Premises as provided in this Section shall subject Article 12), (iii) any then-exercisable credits, claims, setoffs or defenses that Tenant may have against Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights (iv) any obligation to provide tenant improvements allowances or perform tenant improvements to be provided by Landlord hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) Lessee's rights shall be subject to any bona fide mortgage, deed of trust or other security interest which is now or may hereafter be placed upon the Premises by Lessor. Lessee shall, if requested by Lessor or Lessor's lender, execute a separate agreement reflecting such subordination and, further, shall be obligated to execute such documentation as may facilitate Lessor's sale or refinancing of the Premises, including but not limited to an estoppel certificate substantially in the form attached hereto as Exhibit "B" or a subordination, attornment and non-disturbance agreement substantially in the form attached hereto as Exhibit "C". (b) In the event of a sale, assignment or transfer by Lessor of its interest in the Premises or in this Lease is(whether by sale, and all default, foreclosure or otherwise) to a successor in interest who expressly assumes the obligations of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord Lessor under this Lease for the balance then remaining of the Term Lease, Lessor shall thereupon be released and discharged from its obligations and covenants under this Lease, except those obligations that have accrued prior to such sale, assignment or transfer. Lessor's assignment of this Lease, subject to or any or all terms of its rights in this Lease; and (iii) that the aforesaid provisions , shall be self-operativenot affect Lessee's obligations hereunder, and no further instrument Lessee shall attorn and look to the assignee as Lessor, provided Lessee has first received written notice of such assignment. Provided, further, however, that in the event that a lender of Lessor, its successors or document assigns shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none become the owner of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit Premises through foreclosure or other similar funds judicial process, then, in respect of that event, the lender, its successors or assigns shall have the right to cancel this Lease not actually paid upon ninety (90) days written notice to itLessee. c. In the event Tenant fails (c) Whether in connection with a sale or refinancing or otherwise, Lessee shall be obligated to execute and deliver to Lessor or its lender, an estoppel certificate substantially in the instruments and documents form attached hereto as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord Exhibit "B" or such Mortgagee other documentation as reasonably may be requested by Lessor or purchaserits lender, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power within fifteen (15) days of attorney is given as security coupled with an interest and is irrevocablereceipt of a written request therefore. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease is20.1 This Lease, at the option of Landlord or any Mortgagee or Overlandlord, shall be or shall become subject and subordinate, to all Overleases, and to all Mortgages, and all of Tenant's rights hereunder are and shall always beadvances thereon, subject and subordinate to any Mortgage which may now existing or hereafter given by Landlord affect this Lease or the Demised Premises, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, participations, replacements and extensions of such Overleases and/or Mortgages; provided, however, any such Mortgagee or extensions thereof; Overlandlord must execute and deliver to Tenant an agreement substantially in the form of Exhibit F attached hereto (iia "Non-Disturbance Agreement") that if 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 of Landlord's Mortgagees or if grace period provided in this Lease for remedying the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained same, in any such Mortgage shall at its sole option so requestaction or proceeding to terminate the Xxxxxxxxx, or to foreclose the Mortgage, Tenant will attorn tonot be made a party defendant, that Tenant's possession of the Demised Premises will not be disturbed, and recognize that Tenant's leasehold estate and its rights and remedies hereunder will not be affected, impaired or terminated by any 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 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 purchaserOverlandlord shall have duly executed and delivered to Tenant a Non-Disturbance Agreement, as immediately thereafter the case may beaforesaid provisions shall be self-operative and no further instrument of subordination shall be required. In the event Landlord or any Overlandlord or any Mortgagee desires confirmation of such subordination, as landlord under Tenant shall execute promptly a confirmatory certificate in form reasonably acceptable to Tenant upon Landlord's request. 20.2 Tenant agrees that neither the cancellation nor the termination of any Xxxxxxxxx, nor any foreclosure of any Mortgage, nor any proceeding to recover possession of the Demised Premises shall by operation of law or otherwise result in the cancellation or termination of this Lease for or the balance then remaining obligations of the Term Tenant hereunder. Tenant covenants and agrees that upon delivery of this Leasea duly executed Non-Disturbance Agreement, subject it shall attorn to all terms any Mortgagee or Overlandlord or to the purchaser of the Demised Premises in foreclosure or the sale of the Xxxxxxxxx, or any of their respective successors or assigns or any other person claiming by or through any such Mortgagee, or the Overlandlord, or by or through any foreclosure proceeding of any such Mortgage, or any proceeding with respect to such Xxxxxxxxx, who shall succeed to the rights of Landlord under this Lease; and Tenant shall recognize such successor as Tenant's landlord under this Lease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Tenant and such successor landlord, upon and subject to all of the terms, covenants and conditions of this Lease with the same force and effect as if this Lease had originally been entered into by such successor landlord and Tenant; except that such successor landlord and each succeeding landlord shall not be: (iiia) that the aforesaid liable for any act or omission of any prior landlord (including Landlord); (b) subject to any offset, defense or counterclaim which Tenant might have against any prior landlord (including Landlord); (c) bound by any prepayments of more than one (1) month's Fixed Minimum Rent or additional rent which Tenant may have paid to any prior landlord (including Landlord); or (d) bound by any amendment or modification of this Lease made without its consent. The provisions of this Article shall be self-operative, and no further instrument or document of attornment shall be necessary unless required by or needed. In confirmation of any such Mortgagee or purchaserattornment, Tenant shall promptly execute and deliver such instruments as may be reasonably required. b. 20.3 In the event of any act or omission by Landlord which would give Tenant agrees that none the right to terminate this Lease or claim a partial or total eviction, or, except pursuant to Section 17.2, make any claim against Landlord for the payment of Landlord's Mortgageemoney, Landlord's Mortgagee-in-possession, Tenant will not exercise such right until it has given written notice of such act or purchaser shall either: omission to (i) be bound by any payment the Landlord; and (ii) the Mortgagee and the Overlandlord as to whom Landlord has instructed Tenant to give copies of Rent made more than all of Tenant's notices to Landlord, and unless Landlord shall not have remedied such act or omission within thirty (30) days prior to from its due datereceipt of such written notice, or, if such act or omission cannot be remedied by the payment of money and any is not capable of being remedied within said thirty (30) day period, Landlord shall not have commenced the remedy of such sum act or omission within said thirty day period or shall not diligently pursue the completion of such remedy. Nothing herein contained shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds deemed to create any rights in respect of Tenant not specifically granted in this Lease not actually paid to itor under any applicable provision of law. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, and all of Tenant's rights hereunder are and shall always be, be automatically subject and subordinate at all times to the lien of any Mortgage now existing first priority mortgages or hereafter given by Landlord deeds of trust on, against, or affecting any portion of the Premises, or Landlord’s interest or estate in any portion of the Premises, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements, and extensions thereofthereof (each, a “Mortgage”); and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under provided that, as a power of sale or assent condition precedent to decree contained in any such Mortgage shall at its sole option so requestsubordination, 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 deliver the same to Tenant. In the event Mortgagee enforces it rights under the Mortgage, Tenant, at Mortgagee’s option, will attorn to, and recognize such to Mortgagee or purchaserits successor; provided, as the case may behowever, as landlord under this Lease for the balance then remaining of the Term of this Leasethat, subject to all the terms of this Lease; any SNDA between Tenant and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee (which shall govern in the event of any conflicts with the provisions of this Section 7.1), Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, its successor shall not be liable for or purchaser shall either: bound by (i) be bound by any payment of any Rent installment that may have been made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on before the due date; or date of such installment, (ii) be responsible for the Security Deposit any act or other similar funds in respect omission of or default by Landlord under this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein(but Mortgagee, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee successor, shall be subject to the continuing obligations of landlord under the Lease arising from and after such succession, but only to the extent of Mortgagee’s, or purchasersuch successor’s, as interest in the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn Premises as provided in this Section shall subject Article 12), (iii) any then-exercisable credits, claims, setoffs or defenses that Tenant may have against Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights (iv) any obligation to provide tenant improvements allowances or perform tenant improvements to be provided by Landlord hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) this Lease isThis Lease, and all at the option of Tenant's rights hereunder are and Landlord or any of its lenders, shall always be, subject and be subordinate to any Mortgage now existing ground lease, mortgage or hereafter given by Landlord any other hypothecation for security and to all advances made or to be made thereunder and to the interest thereon, and all any renewals, replacementsfuture advances, modifications, consolidations, or replacements and extensions thereof; and , provided Tenant’s rights hereunder continue to be recognized so long as no Event of Default exists. (iib) that if any Provided Tenant’s rights hereunder continue to be recognized so long as no Event of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so requestDefault exists, Tenant will attorn toshall execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any mortgage, and recognize such Mortgagee ground lease or purchaserother security device, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and within fifteen (iii15) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaserdays after written demand. b. Tenant agrees that none (c) In the event of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by a sale, assignment, ground lease, mortgage or other transfer of Landlord’s interest in the Premises or any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due dateportion thereof or in this Lease; or (ii) be responsible any proceedings brought for the Security Deposit foreclosure of, the granting of a deed in lieu of foreclosure of or the exercise of the power of sale under any mortgage or security agreement made by Landlord covering the Premises or any portion thereof, and provided that such mortgagee or other similar funds in respect transferee shall agree to recognize Tenant’s rights hereunder so long as an Event of Default shall not occur and Tenant shall attorn to the mortgagee or other transferee and recognize such mortgagee or other transferee as Landlord under this Lease not actually paid to itLease. c. (d) In the event Landlord desires to convey the Premises pursuant to a sale/leaseback transaction, Tenant fails shall upon Landlord’s request agree to execute terminate this Lease and deliver enter into a new lease upon the instruments same terms and documents conditions as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, and all of Tenant's interests and rights hereunder are and shall always be, be subject and subordinate at all times to the lien of any Mortgage mortgage, now existing or hereafter given created, on or against the Project, the Building or the Premises by Landlord and to all advances made or to be made thereunder and to the interest thereonLandlord, and all amendments, restatements, renewals, replacements, modifications, consolidations, or refinancings, assignments and extensions thereof; and (ii) that if , without the necessity of any further instrument or act on the part of Landlord's Mortgagees or if Tenant. Tenant agrees, at the purchaser at any foreclosure sale or at any sale under a power election of sale or assent to decree contained in the holder of any such Mortgage mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments and other documents confirming such subordination and such instruments and other documents of attornment as shall at its sole option so requestbe requested by any such holder; provided, Tenant will attorn to, and recognize such Mortgagee or purchaserhowever, as a condition to this subordination and attornment provision, Landlord shall be required to obtain from any such holder of a mortgage and deliver to Tenant an agreement in writing to Tenant providing in substance that, so long as Tenant shall faithfully discharge the case may be, as landlord obligations on its part to be kept and performed under this Lease for the balance then remaining of the Term terms of this Lease, subject 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 this Lease shall in all respects continue in full force and effect. Tenant shall execute and deliver such instruments and other documents within ten (10) days after delivery or attempted delivery thereof pursuant to all terms Section 33.9 of this Lease; . Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, by written notice to Tenant, and (iii) that the aforesaid provisions thereupon this Lease shall be self-operativedeemed prior to such mortgage without regard to their respective dates of execution, delivery or recording, and no further instrument or document 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 such mortgage and had been assigned to such holder. The term "mortgage" whenever used in this Lease shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none deemed to include deeds of Landlord's Mortgageetrust, Landlord's Mortgagee-in-possessionmortgages, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due datesecurity deeds, security assignments and any other instrument which creates a lien. Any reference to the "holder" of such sum a mortgage shall be due and payable on deemed to include the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect beneficiary under a deed of this Lease not actually paid to ittrust. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that (i) for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease is, and all of Tenant's rights hereunder are and shall always be, be subject and subordinate at all times to any Mortgage (1) all ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made be executed in any amount for which the Project, the Building, ground leases or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidationsunderlying leases, or extensions thereof; and (ii) that if Landlord's interest or estate in any of Landlord's Mortgagees said items is specified as security. Landlord or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgageeground lessor shall have the right, Landlord's Mortgagee-in-possessionat its election, to subordinate or purchaser shall either: (i) cause to be bound by any payment of Rent made more than thirty (30) days prior to its due date, and subordinated any such sum ground leases or underlying leases or any such liens to this Lease. No subordination shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled permit material interference with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and 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 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 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 any such ground leases or underlying leases or the lien of any such Mortgage, 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 shall, at Landlord's option, constitute an event of Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, and shall at all of Tenant's rights hereunder are and shall always be, times be subject and subordinate to the lien of any Mortgage now existing deed of trust, mortgage or hereafter given 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 Landlord the applicable Landlord’s Mortgagee, and Tenant agrees to all advances made 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 made thereunder and to disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the interest thereonexistence of, or any default under, any Landlord’s Mortgage, and all renewals, replacements, modifications, consolidationsin the event of a foreclosure or other enforcement of any Landlord’s Mortgage, or extensions sale in lieu thereof; and (ii) that if any of Landlord's Mortgagees or if , the purchaser at any such foreclosure sale or at shall be bound to Tenant for the Term of this Lease and any sale 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 power of sale or assent to decree contained 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 so requestoption, 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 expiration of the Term, Tenant will attorn 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, to any such owner or Landlord’s Mortgagee, upon the 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 such demand, and no further instrument shall be required to give effect to said provisions. Tenant and Landlord agree that, if requested by the other to, without charge, enter into a Subordination, Non-Disturbance and recognize such Attornment Agreement reasonably requested by a Landlord’s Mortgagee or purchaserTenant, as the case may be, as landlord under 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) 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 then remaining 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 hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of this LeaseTenant, subject Landlord or Landlord’s Mortgagee with respect to all any termination permitted under the express terms of this Lease; and hereof or (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by pay any such Mortgagee or purchaser. b. Tenant agrees that none installment of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Minimum Rent made more than thirty one (301) days prior to its due date, and any such sum shall be due and payable on month in advance of the due date; date thereof or (ii) be responsible for otherwise than in the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as manner provided for in this Section within the time period set forth hereinLease. If any Person providing financing of Trade Fixtures, Tenant does hereby makerequires a landlord consent or collateral access agreement from Landlord, constitute, Landlord shall execute and appoint Landlord deliver such consent or such Mortgagee or purchaser, collateral access agreement as the case may be, as is reasonably acceptable to Landlord promptly after Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable’s request therefore. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant understands that Landlord may become the 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 (i) this Lease is, and all rights of Tenant's rights Tenant hereunder are and under the Pre-Occupancy Agreement shall always be, be subject and subordinate to such underlying lease and any Mortgage extensions or modifications thereof and to the lien of any mortgage or mortgages now existing or hereafter given by Landlord 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 thereunder 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 reason of any default on the interest thereonpart of Landlord as tenant under any such Landlord’s Mortgage to which this Lease is subject and subordinate, and all renewalssaid underlying Landlord’s Mortgage is terminated or is foreclosed by summary proceedings, replacementsvoluntary agreement or otherwise, modificationsTenant, consolidations, at the election of the Mortgagee under said Landlord’s Mortgage or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any of the Premises upon a foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaserLandlord’s Mortgage, as the case may be, shall attorn to and recognize such lessor or mortgage owner or purchaser as landlord Tenant’s Landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no . Tenant further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver at any time upon request of Landlord or any party which shall succeed to the instruments interest of Landlord, any instrument, in form and documents as provided 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 or the Pre-Occupancy Agreement or to surrender possession of the Premises (or any portion thereof) in the event any proceeding is brought by any holder of any such 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 within 29 to the time period set forth hereincontrary, 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 in fact enters into) a written agreement in recordable form reasonably acceptable to Tenant that does hereby makenot materially and adversely modify Tenant’s rights under this Lease and provides that in the event any such Landlord’s Mortgage is terminated or foreclosed (including, constitutefor example only, and appoint Landlord in the event any underlying lease is terminated or such Mortgagee any mortgage is foreclosed) by summary proceedings, voluntary agreement or purchaserotherwise, said lessor or mortgage owner, as the case may be, as shall recognize Tenant and agree to not disturb Tenant's attorney-in-fact and in its name, place, and stead ’s possessions of the Premises or any part thereof for any reason other than one which would entitle Landlord to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing terminate this Lease and or Tenant's rights hereunder’s possession of the Premises under the terms of this Lease.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, is and at all of Tenant's rights hereunder are and times shall always be, be subject and subordinate to any Mortgage ground or underlying leases, mortgages, trust deeds or like encumbrances, which now existing affect the Property or hereafter given by Landlord Leased Premises, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or 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, 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 to such ground or underlying lease or to the lien of any mortgage or like encumbrance now or hereafter placed upon the Property. In the event of the sale of the Property upon foreclosure or upon the exercise of a power of sale, or by 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 "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 the LANDLORD under this Lease and to continue to be bound by 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, 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 to the holder(s) of the indebtedness or other obligations secured 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 (ii) that if any a reasonable period of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained time (in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining light both of the Term time required to cure the act or omission and the effect of this Leasethe act or omission on TENANT's business operations in the Leased Premises) to cure the act or omission has elapsed following the giving of the notice, subject during which time LANDLORD and such holder(s), or either of them, their agents or employees, will be entitled to all terms of this Lease; enter upon the Leased Premises and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall do therein whatever may be necessary unless required to cure the act or omission. Upon request by any such Mortgagee or purchaser. b. Tenant agrees that none TENANT, LANDLORD will use commercially reasonable efforts to obtain a non-disturbance agreement in favor of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment TENANT from all holders of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable fee mortgages on the due date; or (ii) be responsible for Property on the Security Deposit or other similar funds in respect of this Lease not actually paid to itdate thereof. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) this Lease is, This License Agreement and all of Tenant's rights hereunder are and the CSL(s) shall always be, subject and be subordinate to any Mortgage mortgage, deed of trust, or any other hypothecation for security now existing or hereafter given by Landlord placed upon Licensee's Seat(s) or the Ballpark and to any and all advances made on the security thereof or Licensor's interest therein, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements and extensions thereof; and (ii) that . Notwithstanding the foregoing, if any mortgagee or beneficiary shall elect to have this License Agreement and the CSL(s) prior to the lien of Landlord's Mortgagees its mortgage or if deed of trust, and shall give notice thereof to Licensee, this License Agreement and the CSL(s) shall be deemed prior to the mortgage or deed of trust, whether this License Agreement is dated prior or subsequent to the date of the mortgage or deed of trust or the date of recording thereof. In the event any mortgage or deed of trust to which this License Agreement and the CSL(s) is subordinate is foreclosed or a deed in lieu of foreclosure is given to the mortgagee or beneficiary, Licensee shall attorn to the purchaser at any the foreclosure sale or at to the grantee under the deed in lieu of foreclosure. Licensee agrees to execute any sale documents required to effectuate such subordination, to make this License Agreement and the CSL(s) prior to the lien of any mortgage or deed of trust, or to evidence such attornment. (b) In the event any mortgage or deed of trust to which this License Agreement and the CSL(s) is subordinate is foreclosed or a deed in lieu of foreclosure is given to the mortgagee or beneficiary, this License Agreement and the CSL(s) shall not be barred, terminated, cut off or foreclosed nor shall the rights and possession of Licensee hereunder be disturbed if Licensee shall not then be in default in the payment of the CSL Licensee Fee or payment of any other fees or sums due hereunder or otherwise be in default under a power the terms of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn tothis License Agreement and the CSL(s), and recognize such Mortgagee if Licensee shall attorn to the purchaser or purchasergrantee as provided in Section17.3(a) above or, as the case may beif requested, as landlord under this Lease enter into a new license agreement for Licensee's Seat(s) for the balance then remaining of the Term of term hereof upon the same terms and provisions as are contained in this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaserLicense Agreement. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (ic) be bound by any payment of Rent made more than thirty (30) days prior to its due date, Licensee hereby irrevocably appoints Licensor the true and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's lawful attorney-in-fact and of Licensee to execute in its nameLicensee's name (i) any document or agreement required to effect the subordination, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent priority and/or attornment provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenantin Section 17.3(a) or (ii) any new license agreement for Licensee's agreement to subordinate and attorn Seat(s) as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder17.3(b).

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to 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) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if 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 Landlord's Mortgagees said items, is specified as security. Landlord or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgageeground lessor shall have the right, Landlord's Mortgagee-in-possessionat its election, to subordinate or purchaser cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. No subordination shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due datepermit material interference with Xxxxxx’s rights hereunder, and any such sum ground lessor or Mortgagee shall be due recognize Tenant and payable on its permitted successors and assigns as the due date; 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 (ii) be responsible Mortgagee, or if proceedings are brought for the Security Deposit foreclosure of, or other similar funds in respect 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 Xxxxxxxx and recognize such successor in interest as the Landlord under this Lease and any amendment of 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 requested by Landlord, or any Mortgagee, or ground lessor, any additional documents evidencing the priority or subordination of this Lease not actually paid and any amendment of this Lease with respect to it. c. In any such ground leases or underlying leases or the event lien of any such Mortgage, and/or evidencing the attornment of Tenant fails to any successor in interest to Landlord as herein provided. Tenant’s failure to timely execute and deliver the instruments and such additional documents as provided for in this Section within the time period set forth hereinten (10) days following written request therefor shall, Tenant does hereby makeat Landlord’s option, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power constitute an Event of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) this This Lease is, and all of Tenant's rights hereunder are and shall always be, subject and is subordinate to any Mortgage all first mortgages, first trust indentures and first deeds of trust which may now existing or hereafter given by Landlord affect all or any portion of the Premises and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements and extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions . This clause shall be self-operative, operative and no further instrument or document subordination shall be necessary unless required by any such Mortgagee or purchaser. b. in order to effectuate it. Tenant covenants and agrees that none of Landlord's Mortgageenevertheless, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver promptly any certificate or other assurance in confirmation of such subordination reasonably requested by any mortgagee. (b) Tenant agrees that in the instruments event any proceedings are brought for the foreclosure of any mortgage to which this Lease is subordinate, Tenant will attorn to the purchaser at any such foreclosure sale and documents will recognize such purchaser as provided for in its landlord under this Lease. Any attornment to a purchaser pursuant to this Section within the time period set forth herein25 shall occur automatically, but Tenant does hereby make, constitute, shall on request by and appoint without cost to Landlord or any purchaser execute and deliver any reasonable instruments evidencing such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocableattornment. d. If Tenant pays Annual Rent and Additional Rent provided herein(c) Notwithstanding the foregoing, and otherwise fully performs no subordination or attornment pursuant to the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in provisions of this Section 25 shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing be effective unless such party has legally bound itself to Tenant that this Lease and Tenant's ’s rights hereunder shall continue undisturbed while Tenant is not in default hereunder; except that party shall not be: (i) Liable for any act or omission of any prior Landlord; or (ii) Subject to any offsets or defenses which Tenant might have against any prior Landlord; or (iii) Bound by any Base Rent which Tenant might have paid for more than one month in advance to any prior Landlord.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to: (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made be executed affecting the Premises, the Building or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidationsProject, or extensions thereofall three; and (ii) that if 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 Landlord's Mortgagees said items is specified as security. Landlord or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgageeground lessor shall have the right, Landlord's Mortgagee-in-possessionat its election, to subordinate or purchaser shall either: (i) cause to be bound by any payment of Rent made more than thirty (30) days prior to its due date, and subordinated any such sum ground leases or underlying leases or any such liens to this Lease. No subordination shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled permit interference with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and 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 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 requested by Landlord, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases of underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute an Event of Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees At the request from time to time by one or more holders of an Encumbrance that (i) this Lease ismay hereafter be placed upon the Leased Property or any part thereof, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or spreaders and extensions thereof; , Lessee will subordinate this Lease and all of Lxxxxx's rights and estate hereunder to each such Encumbrance and agree with each such holder that Lessee will attorn to and recognize such holder (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee Encumbrance or purchasera holder by a deed in lieu of foreclosure, as the case may be, ) as landlord Lessor under this Lease for the balance then remaining of the Term then remaining, subject to all of the terms and provisions of this 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 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 all terms reasonable regulation regarding the manner of this Lease; disbursement and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant application thereof. Lxxxxx agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver to Lessor or the instruments holder of an Encumbrance any written agreement required by this Article that is in a form reasonably acceptable to Lessee within twenty days of written request thereof by Lessor or the holder of an Encumbrance. Lxxxxx agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder of which Lxxxxx is aware and documents the dates through which Rent has been paid and such other reasonable matters as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord may be requested by such lender or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocableLessor. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, and all of Tenant's rights hereunder are and shall always be, is subject and subordinate to any Mortgage the liens of all mortgages, deeds of trust and other security instruments now existing or hereafter given 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 being hereinafter called the “Mortgagees”), and to all advances made or to be made thereunder and to the interest thereon, any and all renewals, replacementsextensions, modifications, consolidationsor refinancings thereof, without any further act of the Tenant, subject to and conditioned upon the requirement that in the event of a foreclosure of a Mortgage, public sale, deed in lieu of foreclosure or extensions thereof; other conveyance, this Lease shall not terminate and (ii) that Tenant shall not be disturbed in its possession of the Premises or its rights under this Lease. Landlord and Tenant agree that, if any proceedings are brought for the foreclosure of Landlord's Mortgagees 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 at any foreclosure sale or at any sale and shall recognize the purchaser as the Landlord under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn tothis Lease, and recognize make all payments required hereunder to such Mortgagee or purchasernew Landlord, conditioned upon and provided that so long as the case may beTenant is not in default, as landlord this Lease shall not terminate and Tenant’s rights under this Lease for the balance then remaining and possession of the Term Premises shall not be disturbed by such purchaser, transferee or 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 time subordinate the lien of its Mortgages to the operation and effect of this LeaseLease without obtaining the Tenant’s consent thereto, subject by giving the Tenant written notice thereof, in which event this Lease shall be deemed to all terms be senior to such Mortgages without regard to the respective dates of execution and/or recordation of such Mortgages and this Lease; Lease and (iii) that thereafter such Mortgagee shall have the aforesaid provisions same rights as to this Lease as it would have had were this Lease executed and delivered before the execution of such Mortgages. This subordination shall be self-operative, and no further instrument or document act on the part of Tenant shall be necessary unless required by any to effectuate such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. subordination. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth hereinconfirmation thereof, Tenant does hereby makeshall promptly execute such further assurances as may be requested, constituteincluding, without limitation, the Subordination, Non-Disturbance and appoint Landlord or such Mortgagee or purchaser, Attornment Agreement attached hereto as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.Exhibit A.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees At the request from time to time by one or more holders of an Encumbrance that (i) this Lease ismay hereafter be placed upon the Leased Property or any part thereof, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or 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 (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee Encumbrance or purchasera holder by a deed in lieu of foreclosure, as the case may be, ) as landlord Lessor under this Lease for the balance then remaining of the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such 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, subject to perform and observe all terms of Lessor's obligations set forth herein; (c) agreeing that all proceeds of the casualty insurance described in Article XIII of this Lease and all Awards described in Article 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 (iiid) agreeing that Lessee shall not be required to pay amounts to comply with any insurance requirements of such Facility Mortgagee in excess of the aforesaid provisions shall be self-operative, and no further instrument or document shall be amounts necessary unless required by any such Mortgagee or purchaser. b. Tenant to satisfy the insurance requirements set forth in this Lease. Lessee agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver to Lessor or the instruments holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and documents the dates through which Rent has been paid and such other matters as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocablebe reasonably requested. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease is, and all of Tenant's rights hereunder are and This lease shall always be, be --------------------------------------------- subject and subordinate at all times to the Master Lease and to the lien of any Mortgage mortgage, deed of trust or other security interest ("mortgage") now existing or hereafter given by 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 and shall have the right to all advances made subordinate or cause to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in subordinated any such Mortgage shall at its sole option so requestliens to this Lease. In the event that any mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant will shall, notwithstanding any subordination, have the right to attorn to, and recognize 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 Mortgagee 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 purchaserjoined 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 case may beenforcement of the mortgage shall be bound to the Tenant under all the terms, as landlord covenants and conditions of this Lease from and after the date of succeeding to the Landlord's interest under this Lease and for the balance then remaining of the Term of this 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 terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument offsets or document shall be necessary unless required by any such Mortgagee or purchaser. b. defenses Tenant agrees that none of might have against a prior Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment amendment to the Lease made without the lender's consent, or be liable for completion of construction of any improvements, or be bound by any Rent payments made more than thirty (30) days one month in advance to the prior to its due dateLandlord, and (d) Tenant is obligated to attorn to any such sum shall be due and payable on party succeeding to the due date; or (ii) be responsible for interest of the Security Deposit or other similar funds in respect Landlord as a result of this Lease not actually paid to itthe enforcement of a mortgage. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) A. If this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and is subordinate to any Mortgage now existing fee or hereafter given by Landlord and to all advances made leasehold mortgages, ground or to be made thereunder and air space leases or deeds of trust covering the Land, the Building or the Common Area Facilities, Landlord, prior to the interest thereonLease Commencement Date, shall obtain, have executed and all renewalsshall deliver to Tenant, replacementsa Subordination, modificationsNon-Disturbance and Attornment Agreement by and between the Tenant and such prior party, consolidationsin the form of Exhibit I attached to this Lease. --------- B. Subject to the provision of Subsection (1) below, this Lease shall be subordinate and subject to any future fee or leasehold mortgages, ground leases and deeds of trust covering the Land, the Building, or extensions thereof; the Common Area Facilities. (1) If any mortgage is foreclosed or ground lease or air space lease terminated, then: (a) This Lease shall continue in full force and effect, and (iib) that Tenant's quiet enjoyment shall not be disturbed if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained Tenant is not in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term default of this Lease, subject and (c) Tenant shall attorn to all terms of this Leaseand recognize the mortgagee, purchaser at a foreclosure sale or ground or other lessor ("Successor Landlord") as Tenant's landlord for the remaining Lease Term; and and (iiid) that the aforesaid provisions Successor Landlord shall not be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser.bound by: b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made the Base Rent, Operating Cost Escalation or Real Estate Tax Escalation for more than thirty one month in advance, except for any free rent or other rent abatement specified in this Lease, or as otherwise provided In Section 2.02 (30) days prior to its due date, and any such sum shall be due and payable on the due date; or ESCALATION). (ii) be responsible for any amendment, modification, or termination of the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth hereinwithout Successor Landlord's consent, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenantafter Successor Landlord's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney name is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided hereinto Tenant, and otherwise fully performs unless the termsamendment, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possessionmodification, or purchaser, as the case may be, recognizing ending Is specifically authorized by this Lease and Tenantdoes not require Successor Landlord's rights hereunderprior agreement or consent. (2) This Section B is self-operating; however, Landlord or Tenant shall cause a Subordination, Attornment and Non- Disturbance Agreement in the form of Exhibit I to be --------- executed and delivered if either party so requests.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. This Lease and the rights of Tenant agrees that (i) this Lease is, hereunder shall be and all of Tenant's rights hereunder are and shall always be, hereby made expressly subject and subordinate at all times to any Mortgage ground or underlying lease of the land and/or the Building now existing or hereafter given by Landlord existing and all amendments, renewals and modifications thereto and extensions thereof, 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 thereunder and to upon the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions security thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant . Xxxxxx agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver such further instruments subordinating this Lease to any such ground or underlying lease or to the instruments 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 documents as 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 for Tenant is not in default past the period to cure, and such 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 Section within the time period set forth hereinLease be prior rather than subordinate, Tenant does hereby makeshall promptly and without charge execute a document effecting and/or acknowledging such priority and 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, constitutewhether 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 appoint recognize such ground or underlying lessor, mortgagee, holder of the deed of trust, or purchaser in foreclosure as Xxxxxx's Landlord or such Mortgagee or purchaser, as the case may be, under this Lease so long as Tenant's attorney-in-fact rights under its lease are recognized and in its nameobligations thereunder are not increased and provided such ground or underlying lessor, placemortgagee, and stead to do so. The aforesaid power holder of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possessiondeed of trust, or purchaser, as purchaser in foreclosure agrees that Tenant shall have the case may be, recognizing right to remain in possession of the Premises under this Lease and the terms and conditions thereof. Xxxxxx agrees to execute and deliver at any time upon request of such ground or underlying lessor, mortgagee, holder of the deed of trust, purchaser, or their successors, any instrument to further evidenced such attornment. Tenant hereby waives its right, if any, to elect to terminate this Lease or to surrender possession of 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 reasonable modifications of this Lease. Tenant will not unreasonably withhold its consent provided such modifications do not increase Tenant's obligations or reduce Tenant's rights hereunderunder this Lease.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease is, and all of Tenant's rights hereunder are is and shall always be, be subject and subordinate to any Mortgage now existing or hereafter given by Landlord ground and/or underlying lease (including, but not limited to, the Ground Lease), to all mortgages, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, participations, replacements and/or extensions thereof now or extensions thereof; hereafter affecting the Premises or the Facility provided that as to any currently existing and (ii) future mortgagees, 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 shall not terminate or be terminable by Tenant by reason of any termination of any superior lease, by summary proceedings, or otherwise. Tenant agrees without further instruments of attornment in such case, to attorn to such lessor, to waive the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Premises in the event such superior lease is terminated, and that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained this Lease shall not be affected in any way whatsoever by any such Mortgage proceeding or termination. Tenant shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of take no steps to terminate this Lease, subject whether or not such superior lease be terminated, without giving written notice to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operativesuch lessor, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none a reasonable opportunity to cure but not in excess of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior longer than the period Landlord has to its due datecure same, and without such lessor being obligated to cure), any such sum shall be due and payable default on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect part of Landlord under this Lease not actually paid to itLease. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees At the request from time to time by one or more holders of an Encumbrance that (i) this Lease ismay hereafter be placed upon the Leased Property or any part thereof, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or 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 (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee Encumbrance or purchasera holder by a deed in lieu of foreclosure, as the case may be, ) as landlord Lessor under this Lease for the balance then remaining 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, subject to perform and observe all terms of this LeaseLessor's obligations set forth herein; and (iiic) agreeing that all proceeds of the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds casualty insurance described in respect Article XIII of this Lease not actually paid and all Awards described in Article XIV will be made available to it. c. In Lessor for restoration of the event Tenant fails 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 instruments holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and documents the dates through which Rent has been paid and such other matters as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocablebe reasonably requested. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) this This Lease is, and all of Tenant's rights hereunder are and shall always be, is subject and subordinate to any Mortgage now existing or hereafter given by Landlord all ground and underlying leases and to all advances made mortgages, trust indentures and other encumbrances which may now or to be made thereunder hereafter affect such leases or all or any portion of the Building and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements and extensions thereof; . This clause shall be self-operative and no further instrument or subordination shall be required to order to effectuate it. Tenant covenants and agrees nevertheless, to execute and deliver promptly any certificate or other assurance in confirmation of such subordination requested by any lessor or mortgagee. (iib) Tenant agrees that if in the event any proceedings are brought for the foreclosure of Landlord's Mortgagees any mortgage to which this Lease is subject and subordinate or if any ground lessor retakes possession of the Building, Tenant will attorn to the purchaser at any such foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, ground lessor (as the case may be), and will recognize such Purchaser or ground lessor as its landlord under this Lease for the balance then remaining of the Term of Lease. Any attornment to a purchaser or ground lessor pursuant to this LeaseSection 23 shall occur automatically, subject but Tenant shall on request by and without cost to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument Landlord or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver any instruments evidencing such attornment. (c) Notwithstanding the instruments and documents as provided for in foregoing, no subordination or attornment pursuant to the Provisions of this Section within 23 shall be effective unless prior to the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord date any party desiring such subordination or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possessionattornment obtains title to, or purchaserpossession of the Building, as the case may be, recognizing such party has acknowledged by written notice to Tenant that this Lease and Tenant's ’s rights hereunder shall continue undisturbed while Tenant is not in default hereunder; except that party shall not be: (i) Liable for any act or omission of any prior Landlord or; (ii) Subject to any offsets or defenses which Tenant might have against any prior Landlord; or (iii) Bound by any Base Rent which Tenant might have paid for more than one month in advance to any prior Landlord.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees covenants and agrees, that (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given upon request by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn toexecute and deliver a subordination, non-disturbance and recognize attornment agreement ("SNDA Agreement"), in a form substantially similar to Exhibit G (or such Mortgagee or purchaserother form as is reasonably acceptable to Tenant and Landlord's lender), as evidencing the case may be, as landlord under subordination of this Lease with respect to any ground leases or underlying leases (which may now exist or hereafter be executed affecting the Premises) and 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 balance then remaining Premises, ground lease(s) or underlying lease(s), or Landlord's interest or estate in any of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument said items is specified as security). Landlord or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgageeground lessor shall have the right, Landlord's Mortgagee-in-possessionat its election, to subordinate or purchaser shall either: (i) cause to be bound by any payment of Rent made more than thirty (30) days prior to its due date, and subordinated any such sum mortgage, deed of trust, other security device, ground lease or underlying lease to this Lease. No subordination shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled permit interference with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and 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 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 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, provided that such successor in interest agrees to 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.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to 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) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if 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 Landlord's Mortgagees said items, is specified as security. Landlord or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgageeground lessor shall have the right, Landlord's Mortgagee-in-possessionat its election, to subordinate or purchaser shall either: (i) cause to be bound by any payment of Rent made more than thirty (30) days prior to its due date, and subordinated any such sum ground leases or underlying leases or any such liens to this Lease. No subordination shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled permit material interference with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and 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 and any amendment of 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 requested by Landlord, or any Mortgagee, or ground lessor, any additional documents evidencing the priority or subordination of this Lease and 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 interest to Landlord as herein provided. Tenant's failure to timely execute and deliver such additional documents within ten (10) days following written request therefor, which failure continues for five (5) days after a second written request, shall, at Landlord's option, constitute an Event of Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) accepts this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to all mortgages (including, without limitation, the notes or other obligations secured thereby, any Mortgage now existing or hereafter given by Landlord assignments of leases and to all advances made or to be made thereunder rents securing such notes and to the interest thereon, any and all renewals, replacements, modifications, 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, 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; . 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 (ii) that if upon the happening of any of Landlord's Mortgagees or such events, if the purchaser at any foreclosure sale mortgagee or at any sale other person acting under a power of sale or assent to decree contained in any such Mortgage through the mortgagee shall at its sole option so request, Tenant will shall attorn to, to and recognize such Mortgagee 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 (whether succession is by purchase, foreclosure, sale in lieu of foreclosure, power of sale, any sale-leaseback transaction, or purchaserotherwise), if required by Landlord; provided that so long as Tenant complies with all the case may beterms, as landlord under this Lease for the balance then remaining of the Term obligations and conditions of this Lease, subject Tenant's use and possession of the 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 shall afford any mortgagee the same right (but not the obligation) to all terms of cure the default as Landlord, but not less than thirty days to cure. Landlord, Landlord's mortgagee or any other similarly secured party, may, at their option, make this Lease; and (iii) that the aforesaid provisions shall be self-operativeLease superior to any mortgage, and no further ground lease or other security instrument or document by giving Tenant ten days prior written notice. No other documentation shall be necessary unless required by 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 such Mortgagee or purchaser. b. time recorded. Tenant agrees that none will not subordinate this Lease to any other mortgage without the prior written consent of Landlord and Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due datemortgagee, and any attempted subordination without such sum consent shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to itvoid. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate or superior, at the option of Lessor, to any Mortgage now existing or hereafter given by Landlord mortgage, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements, and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon, to the extent such mortgage affects the leased premises or the Center; and (ii) that if such subordination or superiority, depending on Lessor's election from time to time, shall be effective without any of Landlord's Mortgagees or if the further act by Tenant. Tenant further agrees that it will attorn to and recognize any purchaser at any a foreclosure sale of such mortgage, or at any sale under a power transferee who acquires the leased premises by deed in lieu of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn toforeclosure, and recognize the successors and assigns of such Mortgagee or purchaserpurchasers, as its Lessor for the case may be, as landlord under unexpired balance of the term of this Lease for and extensions, if any. Tenant further agrees that in the balance then remaining event that a mortgagee shall succeed to the interest of the Term 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 to all terms of this Leaseany off-sets or defenses which Tenant may have against any prior lessor, including Lessor; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made rent or additional rent which Tenant may have paid for more than thirty (30) days the current month to any prior to its due datelessor, and including Lessor; bound by any such sum shall be due and payable on the due date; amendment or (ii) be responsible for the Security Deposit or other similar funds in respect modification of this Lease not actually paid made without its consent. Tenant further agrees to it. c. In execute any and all further documents or instruments in addition to 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 Center, or acquisition thereof by deed in lieu of foreclosure, the mortgagee, its successors and assigns, will not terminate this Lease, nor join Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth hereinsummary or foreclosure proceedings, provided, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as shall continue to perform all of the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, covenants and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing of this Lease and Tenant's rights shall not be in default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that Without the 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 the land of which the Premises are a part, this Sublease shall be subject and subordinate at all times to (i) this all ground leases or underlying leases except the Master Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage which may now existing exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if 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 Landlord's Mortgagees said items is specified as security. Sublessor, Lessor or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlordground 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 Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due daterights hereunder, and any such sum ground lessor, the Lessor, or Mortgagee shall be due recognize Sublessee and payable on its permitted successors and assigns as the due date; 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 (ii) be responsible any Mortgagee, or in the event proceedings are brought for the Security Deposit foreclosure of, or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails 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 upon the request of such successor in interest to Sublessor, attorn to and become the Sublessee of the successor in interest to Sublessor and recognize such successor in interest as the Sublessor under this Sublease. Although this Section 16.1 is self-executing, Sublessee covenants and agrees to execute and deliver the instruments within ten (10) business days after receipt of written notice by Sublessor and documents in such form as provided for in this Section within the time period set forth hereinmay be reasonably requested by Sublessor, Tenant does hereby make, constitute, and appoint Landlord or such any Mortgagee or purchaserground lessor, as any additional documents evidencing the case may be, as Tenant's attorney-in-fact and in its name, place, and stead priority or subordination of this Sublease with respect to do so. The aforesaid power any such ground leases or underlying leases or the lien of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possessionany such Mortgage, or purchaserevidencing the attornment of Sublessee to any successor in interest to Sublessor as herein provided, so long as such documents expressly acknowledge the case may beSublessee's right of non-disturbance hereunder. Sublessee's failure to timely execute and deliver such additional documents shall, recognizing this Lease and Tenantat Sublessor's rights option, constitute an Event of Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease isThis Lease, and all rights of Tenant's rights hereunder Tenant hereunder, are and shall always be, subject and be subordinate to any Mortgage mortgage, long-term lease such as a master lease, ground lease, deed of trust or other encumbrance, whether now existing of record or hereafter given by Landlord and to all advances made or to be made thereunder and to recorded after the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term date of this Lease, affecting all or any part of 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 Superior Mortgagee shall succeed to the rights of Landlord hereunder, whether through deed-in-lieu of foreclosure, foreclosure action or delivery of a new lease or deed, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease 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 terms terms, conditions, and covenants as set forth in this Lease, except that the Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; and (iiib) that the aforesaid provisions shall be self-operative, and no further instrument subject to any offset; or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (ic) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect previous modification of this Lease not actually paid to it. c. In the event 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 fails to shall, within ten (10) days of a request by Landlord, execute and deliver the any documents or instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such that may be required by Superior Mortgagee or purchaser, Landlord to confirm such subordination or attornment. So long as the case may be, as Tenant's attorney-in-fact and Tenant is not in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed hereindefault under this Lease, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as possession of the case may be, recognizing this Lease Premises and Tenant's rights hereunderand privileges under this Lease shall not be diminished or interfered with by any Successor Landlord during the term of this Lease. This particular provision shall be binding upon any assigns or successors in interest to Landlord. Notwithstanding the subordination and attornment of this Lease to any Superior Mortgagee which presently exists or which may hereafter be made, or to any renewal, modification, replacement or extension hereafter of any Superior Mortgagee, such Superior Mortgagee, by separate recordable agreement, shall agree that so long as this Lease is in effect and 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 attornment provisions satisfactory to Superior Mortgagees.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease isThis 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 date of this Lease, affecting all or any part of 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 Superior Mortgagee shall succeed to the rights of Landlord hereunder, whether through deed-in-lieu of foreclosure, foreclosure action or delivery of a new lease or deed, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease 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 terms, conditions, and covenants as set forth in this Lease, except that the Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset; or (c) be bound by 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 Premises and Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord privileges under this Lease for the balance then remaining of shall not be diminished or interfered with by any Successor Landlord during the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions . This particular provision shall be self-operative, binding upon any assigns or successors in interest to Landlord. Notwithstanding the subordination and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect attornment of this Lease to any Superior Mortgagee which presently exists or which may hereafter be made, or to any renewal, modification, replacement or extension hereafter of any Superior Mortgagee, such Superior Mortgagee, by separate recordable agreement, shall agree that so long as this Lease is in effect and not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed hereindefault, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing leasehold interest under this Lease shall not be terminated or disturbed. Such non-disturbance agreement shall also include subordination and Tenant's rights hereunderattornment provisions satisfactory to Superior Mortgagees.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, and all of Tenant's rights hereunder are and shall always be, be subject and subordinate at all times to the lien of any Mortgage mortgage, deed of trust or other security interest (“mortgage”) now existing or hereafter given by 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 and shall have the right to all advances made subordinate or cause to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in subordinated any such Mortgage shall at its sole option so requestliens to this Lease. In the event that any mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant will shall, notwithstanding any subordination, have the right to attorn to, and recognize 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 Mortgagee 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 purchaserjoined 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 case may bereinforcement of the mortgage shall be bound to the Tenant under all the terms, as landlord covenants and conditions of this Lease from and after the date of succeeding to the Landlord’s interest under this Lease and for the balance then remaining of the Term term of this 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 terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument offsets or document shall be necessary unless required by any such Mortgagee offsets or purchaser. b. defenses Tenant agrees that none of might have against a prior Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment amendment to the Lease made without the lender’s consent, or be liable for completion of construction of any improvements, or be bound by any Rent payments made more than thirty (30) days one month in advance to the prior to its due dateLandlord, and (d)Tenant is obligated to attorn to any such sum shall be due party succeeding to the interest of the Landlord as a result of the enforcement of a mortgage. Landlord hereby represents and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaserwarrants that, as of the case may bedate hereof, there are no mortgages in effect which affect the Premises or for which Landlord’s interest or estate in the Premises is specified as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocablesecurity. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) Subject to the terms of this Section 16.1, this Lease is, and all of Tenant's rights hereunder are and shall always be, be subject and subordinate to any Mortgage now existing (i) all ground leases or underlying leases which may not exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if the lien of any of 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 Mortgagees 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 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. Subject to the immediately preceding sentence, if Landlord's interest in the purchaser at Premises is acquired by any ground lessor or Mortgagee, or in he event proceedings are brought for the foreclosure sale of, or at any sale under a in the event of exercise of the power of sale under, any Mortgage made by Landlord covering the Premises or assent to decree contained any part thereof, or in the event a conveyance in lieu of foreclosure is made for any such Mortgage shall at its sole option so requestreason, Tenant will shall, notwithstanding any subordination and upon the request of such successor in interest to Landlord, attorn to, to and become the Tenant of the successor in interest to Landlord and recognize such 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 purchaseraground lessor and approved by Tenant, as any additional documents evidencing the case may be, as landlord under priority or subordination of this Lease for with respect to any such ground leases or underlying leases or the balance then remaining lien of any such Mortgage, or evidencing the Term attornment of Tenant to any successor in interest to Landlord as herein provided. No later than the mutual execution of this Lease, Landlord shall deliver a Non-Disturbance Agreement from any present lender or ground lessor having a deed of trust, mortgage or ground lease on the Premises, which non-disturbance agreement shall be subject to all terms of this Lease; and (iii) that Tenant's reasonable approval. In the aforesaid provisions shall be selfevent Landlord fails to deliver a non-operative, and no further instrument or document shall be necessary unless disturbance agreement as required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than this Section 19 within thirty (30) days prior to its due date, and any such sum shall be due and payable on after the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth hereindate hereof, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as shall have the case may be, as Tenant's attorney-in-fact and in its name, place, and stead right to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocableterminate this Lease. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this This Lease is, and shall at all of Tenant's rights hereunder are and shall always be, times be subject and subordinate to the lien of any Mortgage now existing deed of trust, mortgage or hereafter given 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 Landlord the execution and delivery of a written Subordination, Non-Disturbance, and Attornment Agreement by the applicable Landlord’s Mortgagee, and Tenant agrees to all advances made 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 made thereunder and to disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the interest thereonexistence of, or any default under, any Landlord’s Mortgage, and all renewals, replacements, modifications, consolidationsin the event of a foreclosure or other enforcement of any Landlord’s Mortgage, or extensions sale in lieu thereof; and (ii) that if any of Landlord's Mortgagees or if , the purchaser at any such foreclosure sale or at shall be bound to Tenant for the Term of this Lease and any sale 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 power of sale or assent to decree contained 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 so requestoption, 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 expiration of the Term, Tenant will attorn 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, to any such owner or Landlord’s Mortgagee, upon the 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 such demand, and no further instrument shall be required to give effect to said provisions. Tenant and Landlord agree that, if requested by the other to, without charge, enter into a Subordination, Non-Disturbance and recognize such Attornment Agreement reasonably requested by a Landlord’s Mortgagee or purchaserTenant, as the case may be, as landlord under 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) 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 then remaining 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 hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of this LeaseTenant, subject Landlord or Landlord’s Mortgagee with respect to all any termination permitted under the express terms of this Lease; and hereof or (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by pay any such Mortgagee or purchaser. b. Tenant agrees that none installment of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Minimum Rent made more than thirty one (301) days prior to its due date, and any such sum shall be due and payable on month in advance of the due date; date thereof or (ii) be responsible for otherwise than in the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as manner provided for in this Section within the time period set forth hereinLease. If any Person providing financing of Trade Fixtures, Tenant does hereby makerequires a landlord consent or collateral access agreement from Landlord, constitute, Landlord shall execute and appoint Landlord deliver such consent or such Mortgagee or purchaser, collateral access agreement as the case may be, as is reasonably acceptable to Landlord promptly after Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable’s request therefore. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees At the request from time to time by one or more holders of an Encumbrance that (i) this Lease ismay hereafter be placed upon the Leased Property or any part thereof, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or 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 (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee Encumbrance or purchasera holder by a deed in lieu of foreclosure, as the case may be, ) as landlord Lessor under this Lease for the balance then remaining of the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such 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 (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 all terms reasonable regulation regarding the manner of this Lease; disbursement and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant application thereof. Lessee agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver to Lessor or the instruments and documents as provided for in holder of an Encumbrance any written agreement required by this Section Article within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord ten days of written request thereof by Lessor or such Mortgagee holder of an Encumbrance. Lessee agrees to execute from time to time, at the request of Lessor, an institutional investor of Lessor's or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's a Facility Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as the case may be, recognizing this Lease and Tenant's rights hereunderbe reasonably requested.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i6.4 S) this This Lease is, and all rights of Tenant's rights the COUNTY hereunder are and shall always be, subject and subordinate to any Mortgage mortgage or deed of trust which does now existing or may hereafter given by Landlord cover the Premises or any interest of CITY therein, and to any and all advances made or to be made thereunder on the security thereof, and to the interest thereon, any and all increases, renewals, replacements, modifications, consolidations, replacements and extensions of any such mortgage or extensions thereof; and (ii) that if any deed of Landlord's Mortgagees or if the purchaser at trust except, insofar as COUNTY is meeting its obligations under this Lease, any foreclosure sale of any mortgage or at deed of trust shall not result in the termination of this Lease or the displacement of COUNTY. In the event of transfer of title of the Premises, including any sale under a proceedings brought for foreclosure or in the event of the exercise of the power of sale under any mortgage or assent deed of trust, or by any other transfer of title covering the Premises, COUNTY shall attorn to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, any subsequent title holder as the case may beCITY under all terms, as landlord under this Lease for the balance then remaining of the Term covenants and conditions of this Lease. 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 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 lender or any third party purchasing the Premises at foreclosure sale shall do so subject to this Lease and shall thereafter perform all obligations and be responsible for all liabilities of the CITY under the terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if 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 Mortgagees ’s interest in the Premises is acquired by any ground lessor or Mortgagee, or if proceedings are brought for the purchaser at any foreclosure sale of, or at any sale under a in the event of exercise of power of sale under, any Mortgage made by Landlord covering the Premises or assent to decree contained any part thereof, or if a conveyance in lieu of foreclosure is made for any such Mortgage shall at its sole option so requestreason, Tenant will shall, notwithstanding any subordination and upon the request of such successor in interest to Landlord, attorn to, to and become the Tenant of the successor in interest to Landlord and recognize such Mortgagee or purchaser, successor in interest as the case may beLandlord 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 landlord herein provided. Tenant’s failure to timely execute and deliver such additional documents within fifteen (15) days following written request therefor shall, at Landlord’s option, constitute an Event of Default hereunder. At Tenant’s written request, Landlord 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, such party will recognize this Lease and Tenant’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the balance then remaining term hereof; provided that if, in order to obtain such non-disturbance agreement Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or to 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 the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none holder of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails a 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 request in good faith the instruments execution and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or delivery of such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocableagreement. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if 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 Landlord's Mortgagees said items is specified as security. Landlord or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgageeground lessor shall have the right, Landlord's Mortgagee-in-possessionat its election, to subordinate or purchaser shall either: (i) cause to be bound by any payment of Rent made more than thirty (30) days prior to its due date, and subordinated any such sum ground leases or underlying leases or any such liens to this Lease. No subordination shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled permit material interference with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and 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 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 requested by Landlord, or any Mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground lessee or underlying leases or the lien of any such Mortgagee, 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 shall, at Landlord's option, constitute an Event of Default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) this This Lease is, and all of Tenant's rights hereunder are and shall always be, is subject and subordinate to any Mortgage now existing or hereafter given by Landlord all ground and underlying leases and to all advances made mortgages, trust indentures and other encumbrances which may now or to be made thereunder hereafter affect such leases or all or any portion of the Building and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements and extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions . This clause shall be self-operative, operative and no further instrument or document subordination shall be necessary unless required by any such Mortgagee or purchaser. b. to order to effectuate it. Tenant covenants and agrees that none of Landlord's Mortgageenevertheless, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it. c. In the event Tenant fails to execute and deliver promptly any certificate or other assurance in confirmation of such subordination requested by any lessor or mortgagee. (b) Tenant agrees that in the instruments event any proceedings are brought for the foreclosure of any mortgage to which this Lease is subject and documents as provided for in this Section within subordinate, or any ground lessor retakes possession of the time period set forth herein, Building. Tenant does hereby make, constitute, and appoint Landlord will attorn to the purchaser at any such foreclosure sale or such Mortgagee or purchaser, ground lessor (as the case may bemaybe) and will recognize such Purchaser or ground lessor as its landlord under this Lease. Any attornment to a purchaser or ground lessor pursuant to this Section 23 shall occur automatically, as Tenant's attorney-in-fact but Tenant shall on request by and in its namewithout cost to Landlord, placeground lessor, or any purchaser execute and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocabledeliver any instruments evidencing such attornment. d. If Tenant pays Annual Rent and Additional Rent provided herein(c) Notwithstanding the foregoing, and otherwise fully performs no subordination or attornment pursuant to the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in Provisions of this Section 23 shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possessionbe effective unless prior to the date any party desiring such subordination or attornment obtains title to, or purchaserpossession of the Building, as the case may be, recognizing such party has acknowledged by written notice to Tenant that this Lease and Tenant's rights hereunder shall continue undisturbed while Tenant is not in default hereunder; except that party shall not be: (i) Liable for any act or omission of any prior Landlord or; (ii) Subject to any offsets or defenses which Tenant might have against any prior Landlord; or (iii) Bound by any Base Rent which Tenant might have paid for more than one month in advance to any prior Landlord.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord or any Mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage ground leases or underlying leases which may now existing exist or hereafter given by Landlord and to all advances made or to be made thereunder and to executed affecting the interest thereonBuilding, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if 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 Landlord's Mortgagees said items is specified as security. Landlord or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. 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 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 provided such successor in interest assumes and agrees that none to be bound by, in writing, all of Landlord's Mortgageeobligations 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 requested by Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due dateMortgagee or ground lessor, and any such sum shall be due and payable on additional documents evidencing the due date; priority or (ii) be responsible for the Security Deposit or other similar funds in respect subordination of this Lease not actually paid with respect to it. c. In any such ground leases or underlying leases or the event lien of any such Mortgage, or evidencing the attornment of Tenant fails to any successor in interest to Landlord as herein provided. Tenant's failure to timely execute and deliver the instruments and such additional documents as provided for in this Section within the time period set forth hereinshall, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject at Landlord's Mortgageeoption, Landlord's Mortgagee-in-possession, or purchaser, as constitute an Event of Default hereunder. Landlord represents that no Mortgage currently encumbers the case may be, recognizing this Lease and Tenant's rights hereunderPremises.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate or superior, at the option of Lessor, to any Mortgage now existing or hereafter given by Landlord mortgage, and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or replacements, and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon, to the extent such mortgage affects the leased premises or the Center; and (ii) that if such subordination or superiority, depending on Lessor's election from time to time, shall be effective without any of Landlord's Mortgagees or if the further act by Tenant. Tenant further agrees that it will attorn to and recognize any purchaser at any a foreclosure sale of such mortgage, or at any sale under a power transferee who acquires the leased premises by deed in lieu of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn toforeclosure, and recognize the successors and assigns of such Mortgagee or purchaserpurchasers, as its Lessor for the case may be, as landlord under unexpired balance of the term of this Lease for and extensions if any. Tenant further agrees that in the balance then remaining event that a mortgage shall succeed to the interest of the Term 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 to all terms of this Leaseany off-sets or defenses which Tenant may have against any prior lessor, including Lessor; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made rent or additional rent which Tenant may have paid for more than thirty (30) days the 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 its due dateany prior lessor, and including Lessor; bound by any such sum shall be due and payable on the due date; amendment or (ii) be responsible for the Security Deposit or other similar funds in respect modification of this Lease not actually paid made without its consent. Tenant further agrees to it. c. In execute any and all further documents or instruments in addition to 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 Center, or acquisition thereof by deed in lieu of foreclosure, the mortgagee, its successors and assigns, will not terminate this Lease, nor join Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth hereinsummary or foreclosure proceedings, provided, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as shall continue to perform all of the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, covenants and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing of this Lease and Tenant's rights shall not be in default hereunder.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. a. Tenant agrees that (ia) this Lease isThis Lease, and all at the option of Tenant's rights hereunder are and Landlord or any of its lenders, shall always be, subject and be subordinate to any Mortgage now existing ground lease, mortgage or hereafter given by Landlord any other hypothecation for security and to all advances made or to be made thereunder and to the interest thereon, and all any renewals, replacementsfuture advances, modifications, consolidations, or replacements and extensions thereof; and , provided Tenant's rights hereunder continue to be recognized so long as no Event of Default has occurred. (iib) that if any Provided Tenant's rights hereunder continue to be recognized so long as no Event of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so requestDefault has occurred, Tenant will attorn toshall execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any mortgage, and recognize such Mortgagee ground lease or purchaserother security device, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. b. Tenant agrees that none (c) In the event of (i) a sale, assignment, ground lease, mortgage or other transfer of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, interest in the Premises or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due dateportion thereof or in this Lease; or (ii) any proceedings brought for the foreclosure of, the granting of a deed in lieu of foreclosure of or the exercise of the power of sale under any mortgage or security agreement made by Landlord covering the Premises or any portion thereof, and provided that such mortgagee or other transferee shall agree to recognize Tenant's rights hereunder so long as an Event of Default has not occurred, Tenant shall attorn to the mortgagee or other transferee and recognize such mortgagee or other transferee as Landlord under this Lease. (d) In the event Landlord desires to convey the Premises pursuant to a sale/leaseback transaction, Tenant shall upon Landlord's request agree to terminate this Lease and enter into a new lease upon the same terms and conditions as set forth herein. (e) Upon Tenant's written request, Landlord agrees to request from its mortgagee or other security holder whose interest in the Premises is superior to Tenant's interest therein a non-disturbance agreement which shall provide that in the event Landlord defaults under such mortgage or other security instrument, Tenant's possession of the Premises shall not be disturbed so long as Tenant is not in breach of or Default of this Lease. Landlord shall not be liable or responsible for the Security Deposit any fees or other similar funds expenses charged by such mortgagee or security holder in respect attempting to secure such non-disturbance agreement. Further, such mortgagee's or security holder's failure or refusal to execute a non-disturbance agreement shall not be deemed to be a breach or default of this Lease not actually paid to itby Landlord. c. In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. d. If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.