Common use of SUBORDINATION OF LEASE Clause in Contracts

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease Agreement and Lessee’s interest any and all rights of Tenant hereunder are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages and deeds of trust. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any such subordination, however, shall be subject to the provisions of, and conditioned upon receipt by Tenant of the nondisturbance agreement described in, the penultimate sentence of this Section 20.2. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage or any successor in interest thereto is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2, unless Tenant shall agree otherwise pursuant to any agreement between Tenant and such Superior Landlord or Superior Mortgagee, as applicable. If any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession, termination of lease, foreclosure action, assignment of lease or grant of deed, or otherwise, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.2(b) or with respect to any insurance proceeds or Awards), or (g) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any Mortgage and ground leases with respect to the holder Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant whereby such Superior Mortgagee or Superior Lessor, as applicable, shall agree to recognize Tenant’s possessory and other rights under this Agreement notwithstanding any foreclosure or lease termination, subject to the provisions of this Section 20.2. In Notwithstanding the event foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b), (b) to pay to Tenant any portions of Lessee’s failure insurance proceeds or Awards received by Landlord or the Successor Landlord required to deliver such subordination and if be paid to Tenant pursuant to the Mortgage does not change any term terms of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgethis Agreement, and deliver (c) to recognize any reduction in Minimum Rent attributable to the instrument as the agent or attorney-in-fact provisions of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableSection 4.1.1(b).

SUBORDINATION OF LEASE. This Lease Agreement and Lessee’s interest any and all rights of Tenant hereunder are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages and deeds of trust. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the LeaseLeased Property, Lessor may, in addition to or any other remedies for breach of covenant hereunder, execute, acknowledgeportion thereof, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease Agreement and Lessee’s interest any and all rights of Tenant hereunder are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages and deeds of trust. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the LeaseLeased Property, Lessor may, in addition to or any other remedies for breach of covenant hereunder, execute, acknowledgeportion thereof, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest all rights of Tenant hereunder are and shall at all times be subject and subordinate in all respects to (a) all ground leases, overriding leases, and underlying leases of the lien and security title of any deeds to secure debtBuilding, deeds of trustProperty, mortgagesand/or the Complex now or hereafter existing; (b) all mortgages which may now or hereafter affect the Building, Property, or Complex and any of such leases, whether or not such mortgages shall also cover other Encumbrances heretofore lands and/or buildings; (c) each and every advance made or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder under such mortgages; and (d) to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) leases and that the holder such mortgages and spreaders and consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages. This § 18.1 shall be self-in-lieu-of-foreclosure) operative, and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge execute and deliver any instrument which that Landlord, the lessor of any such lease or the holder (“Holder”) of any such mortgage or any of their respective successors in interest may be required reasonably request to evidence subordination such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Article 18 are hereinafter sometimes referred to as “Superior Leases”; the mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “Superior Mortgages”; and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “Lessor.” Notwithstanding the foregoing, Tenant agrees, upon written request from Landlord or any Holder or Lessor, to reorder the relative priority of the Lease with respect to any particular Superior Mortgage and or Superior Lease so as to subordinate the lien of any such Superior Mortgage or Superior Lease to the holder thereofLease. In the event of Lessee’s failure Tenant agrees to deliver execute any instrument which Landlord or any Holder or Lessor may present in order to effect such subordination and if the Mortgage does not change any term prioritization of the Lease, Lessor may, in addition to provided that such instrument does not modify any other remedies for breach material term of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent Lease or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableincrease Tenant’s obligations thereunder.

SUBORDINATION OF LEASE. This Lease Agreement and Lessee’s interest any and all rights of Tenant hereunder are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (of such leases and such mortgages and deeds of trust and all consolidations of which are herein called the “Mortgage”); providedsuch mortgages and deeds of trust, however, provided that with respect to any Mortgage hereafter granted, no such subordination is conditioned upon delivery to Lessee shall be required unless Landlord shall comply with its obligations under the last two sentences of a nonthis Section 20.2. This section shall be self-disturbance agreement which provides that Lessee shall not be disturbed operative (in accordance with its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosureterms) and that the holder no further instrument of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) subordination shall perform all obligations of Lessor under this Leasebe required to give effect hereto. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Xxxxxx shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, or (f) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to cooperate with Landlord at Landlord’s expense in connection with any reasonable request made to facilitate any financing secured by all or any of the Leased Property, and to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any Ground Leases) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement; and, as a condition to any Mortgage and subordination of this Agreement by Tenant to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to recognize (subject to the holder thereof. In provisions of (a)-(f) above) Tenant’s leasehold interest under this Agreement upon any foreclosure or other succession to the event fee interest of Lessee’s failure Landlord in the Leased Property, which agreement shall be embodied in an instrument in form reasonably satisfactory to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableTenant.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1 and Lessee’s interest hereunder this Section 20.2, upon Notice from Landlord, Tenant shall at all times be subject execute and subordinate deliver an agreement, in form and substance reasonably satisfactory to the lien Landlord and security title of any deeds to secure debtTenant, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and subordinating this Agreement to any and all advances Encumbrance permitted pursuant to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)Section 20.1; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee shall be on the express condition that the terms of this Agreement shall be recognized by the mortgagee or holder of the deed of trust and any purchaser of the Leased Property at any foreclosure sale (a non-disturbance agreement which provides "Successful Purchaser") and that Lessee such mortgagee, holder or Successful Purchaser shall not honor and be disturbed in its bound by this Agreement and that, notwithstanding any default by Landlord under such Encumbrance or any foreclosure thereof, Tenant's possession of the Leased Property hereunder following and rights and obligations under this Agreement shall not be affected thereby and this Agreement shall not be terminated other than in accordance with its terms. The foregoing agreements shall be binding on any purchaser of the Leased Property at foreclosure. Any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". Tenant shall have no obligations under any Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Mortgagee or the nominee or designee of any Superior Mortgagee or any Successful Purchaser, shall succeed to the rights of Landlord under this Agreement (any such person, "Successor Landlord"), whether through possession or foreclosure of such Mortgage (action or delivery of a new lease or deed-in-lieu-of-foreclosure) and that the holder of , or otherwise, such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) Successor Landlord shall perform all obligations of Lessor recognize Tenant's rights under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Agreement and Tenant shall promptly execute, acknowledge execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which may be theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, or (f) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord and/or Superior Mortgagee shall be liable to pay to Tenant any portions of insurance proceeds or Awards received by the Successor Landlord and/or Superior Mortgagee required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeLeased Property, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1 and Lessee’s interest hereunder this Section 20.2, upon Notice from Landlord, Tenant shall at all times be subject execute and subordinate deliver an agreement, in form and substance reasonably satisfactory to the lien Landlord and security title of any deeds to secure debtTenant, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and subordinating this Agreement to any and all advances Encumbrance permitted pursuant to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)Section 20.1; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee shall be on the express condition that the terms of this Agreement shall be recognized by the mortgagee or holder of the deed of trust and any purchaser of the Leased Property at any foreclosure sale (a non-disturbance agreement which provides "Successful Purchaser") and that Lessee such mortgagee, holder or Successful Purchaser shall not honor and be disturbed in its bound by this Agreement and that, notwithstanding any default by Landlord under such Encumbrance or any foreclosure thereof, Tenant's possession of the Leased Property hereunder following and rights and obligations under this Agreement shall not be affected thereby and this Agreement shall not be terminated other than in accordance with its terms. The foregoing agreements shall be binding on any purchaser of the Leased Property at foreclosure. Any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called a "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". Tenant shall have no obligations under any Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Mortgagee or the nominee or designee of any Superior Mortgagee or any Successful Purchaser, shall succeed to the rights of Landlord under this Agreement (any such person, "Successor Landlord"), whether through possession or foreclosure of such Mortgage (action or delivery of a new lease or deed-in-lieu-of-foreclosure) and that the holder of , or otherwise, such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) Successor Landlord shall perform all obligations of Lessor recognize Tenant's rights under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Agreement and Tenant shall promptly execute, acknowledge execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) bound by any modification of this Agreement subsequent to such Superior Mortgage, or by any previous prepayment of Minimum Rent or Percentage Rent for more than one (1) month in advance of the date due hereunder, which may be was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (d) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, or (e) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord; provided, however, that any offset rights of Tenant pursuant to Section 14.3(a) that, prior thereto, accrued in Tenant's favor shall continue and Tenant shall be entitled to offset the remaining balance of such deficient amounts plus interest therein from the date of funding at the Disbursement Rate against Rent payable by Tenant to such Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Successor Landlord in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord, any Successor Landlord and/or Superior Mortgagee shall be liable to pay to Tenant any portions of insurance proceeds or Awards received by the Landlord, Successor Landlord and/or Superior Mortgagee, respectively, and required to be paid to Tenant or otherwise applied to the cost of repair, restoration or rebuilding of the Leased Property pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeLeased Property, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property (including, for the avoidance of doubt, the Initial Loan Documents) and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)thereof; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)thereof; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease and Lessee’s 's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “"Mortgage”"); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s 's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s 's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1 and Lessee’s interest hereunder this Section 20.2, upon Notice from Landlord, Tenant shall at all times be subject execute and subordinate deliver an agreement, in form and substance reasonably satisfactory to the lien Landlord and security title of any deeds to secure debtTenant, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and subordinating this Agreement to any and all advances Encumbrance permitted pursuant to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)Section 20.1; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee shall be on the express condition that the terms of this Agreement shall be recognized by the mortgagee or holder of the deed of trust and any purchaser of the Leased Property at any foreclosure sale (a non-disturbance agreement which provides "Successful Purchaser") and that Lessee such mortgagee, holder or Successful Purchaser shall not honor and be disturbed in its bound by this Agreement and that, notwithstanding any default by Landlord under such Encumbrance or any foreclosure thereof, Tenant's possession of the Leased Property hereunder following and rights and obligations under this Agreement shall not be affected thereby and this Agreement shall not be terminated other than in accordance with its terms. The foregoing agreements shall be binding on any purchaser of the Leased Property at foreclosure. Any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". Tenant shall have no obligations under any Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Mortgagee or the nominee or designee of any Superior Mortgagee or any Successful Purchaser, shall succeed to the rights of Landlord under this Agreement (any such person, "Successor Landlord"), whether through possession or foreclosure of such Mortgage (action or delivery of a new lease or deed-in-lieu-of-foreclosure) and that the holder of , or otherwise, such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) Successor Landlord shall perform all obligations of Lessor recognize Tenant's rights under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Agreement and Tenant shall promptly execute, acknowledge execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Percentage Rent for more than one (1) month in advance of the date due hereunder, which may be was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (d) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, or (e) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord; provided, however, that any offset rights of Tenant pursuant to Section 14.3(a) that, prior thereto, accrued in Tenant's favor shall continue and Tenant shall be entitled to offset the remaining balance of such deficient amounts plus interest therein from the date of funding at the Disbursement Rate against Rent payable by Tenant to such Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord, any Successor Landlord and/or Superior Mortgagee shall be liable to pay to Tenant any portions of insurance proceeds or Awards received by the Landlord, Successor Landlord and/or Superior Mortgagee, respectively, and required to be paid to Tenant or otherwise applied to the cost of repair, restoration or rebuilding of the Leased Property pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeLeased Property, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1 and Lessee’s interest hereunder this Section 20.2, upon Notice from Landlord, Tenant shall at all times be subject execute and subordinate deliver an agreement, in form and substance reasonably satisfactory to the lien Landlord and security title of any deeds to secure debtTenant, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and subordinating this Agreement to any and all advances Encumbrance permitted pursuant to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)Section 20.1; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee shall be on the express condition that the terms of this Agreement shall be recognized by the mortgagee or holder of the deed of trust and any purchaser of the Leased Property at any foreclosure sale (a non-disturbance agreement which provides "Successful Purchaser") and that Lessee such mortgagee, holder or Successful Purchaser shall not honor and be disturbed in its bound by this Agreement and that, notwithstanding any default by Landlord under such Encumbrance or any foreclosure thereof, Tenant's possession of the Leased Property hereunder following and rights and obligations under this Agreement shall not be affected thereby and this Agreement shall not be terminated other than in accordance with its terms. The foregoing agreements shall be binding on any purchaser of the Leased Property at foreclosure. Any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". Tenant shall have no obligations under any Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Mortgagee or the nominee or designee of any Superior Mortgagee or any Successful Purchaser, shall succeed to the rights of Landlord under this Agreement (any such person, "Successor Landlord"), whether through possession or foreclosure of such Mortgage (action or delivery of a new lease or deed-in-lieu-of-foreclosure) and that the holder of , or otherwise, such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) Successor Landlord shall perform all obligations of Lessor recognize Tenant's rights under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Agreement and Tenant shall promptly execute, acknowledge execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Percentage Rent for more than one (1) month in advance of the date due hereunder, which may be was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (d) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, or (e) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord; provided, however, that any offset rights of Tenant pursuant to Section 14.3(a) that, prior thereto, accrued in Tenant's favor shall continue and Tenant shall be entitled to offset the remaining balance of such deficient amounts plus interest therein from the date of funding at the Disbursement Rate against Rent payable by Tenant to such Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord, any Successor Landlord and/or Superior Mortgagee shall be liable to pay to Tenant any portions of insurance proceeds or Awards received by the Landlord, Successor Landlord and/or Superior Mortgagee, respectively, and required to be paid to Tenant or otherwise applied to the cost of repair, restoration or rebuilding of the Leased Premises pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeLeased Property, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1 and Lessee’s interest hereunder this Section 20.2, this Agreement and any and all rights of Tenant hereunder, are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations provisions of Lessor under this LeaseSection 20.2 and otherwise in form and substance reasonably satisfactory to Tenant. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, "Successor Landlord"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant, or (g) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to any Mortgage time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid and Landlord agrees to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled provide Tenant with an interest instrument of nondisturbance and is irrevocableattornment from each such Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to Tenant. Nothing contained in this Section 20.2 shall relieve Landlord from any liability to Tenant under this Agreement following the exercise of remedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. For purposes of this Section 24, the term “Mortgage” shall mean at any time, any mortgage of record now or hereafter placed against the Project, any increase, amendment, extension, refinancing or recasting of a Mortgage and, in the case of a sale or lease and leaseback by Lessor of all or any part of the Project, the lease creating the leaseback. For the purposes hereof, a Mortgage shall be deemed to continue in effect after foreclosure thereof until expiration of the period of redemption therefrom. This Lease and Lessee’s interest hereunder shall at all times be is subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore Mortgage which may now or hereafter granted by Lessor encumber the Project or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all development of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination Project is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Leasepart. In confirmation of such subordination, however, Lessee Tenant shall, within ten (10) days after request by Lessor, execute any certificate or other document requested by the holder of the Mortgage for the purpose of confirming the matters set forth in Section 24, but not otherwise materially modifying Tenant’s rights under this Lease. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any Mortgage, Tenant shall immediately and automatically attorn to the purchaser at Lessor’s requestsuch foreclosure sale, promptly executeas the lessor under this Lease, acknowledge and deliver Tenant waives the provisions of any instrument statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Neither the holder of the Mortgage (whether it acquires title by foreclosure or by deed in lieu thereof) nor any purchaser at foreclosure sale shall be required liable for an act or omission of Lessor occurring prior to evidence subordination the date of acquisition of title, nor subject to any offsets or defenses which Tenant might have against Lessor nor bound by any prepayment by Tenant of more than one month’s installment of Base Rent and Additional Rent nor by any modification of this Lease made subsequent to the granting of the Mortgage unless consented to by the holder of the Mortgage. Notwithstanding anything to the contrary in this Section 24, so long as Tenant is not in default under this Lease, this Lease shall remain in full force and effect and the holder of the Mortgage and to the holder thereof. In the event of Lesseeany purchaser at foreclosure sale thereof shall not disturb Tenant’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant possession hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. (a) This Lease and Lessee’s interest hereunder shall at all times be subject and is subordinate to the lien and security title of any deeds to secure debtall mortgages, deeds of trusttrust and security instruments (collectively, mortgages"Mortgages"), or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewalsground leases, easement agreements and operating agreements now covering or affecting all or any part of the Shopping Center, including, without limitation, the REA, and to all modifications, consolidations, replacementsrenewals, substitutions, replacements and extensions thereof (all of which any of the foregoing. Landlord hereby represents and warrants that there are herein called the “Mortgage”); provided, however, that no Mortgages in effect with respect to the Shopping Center or the Premises except as specifically set forth in Exhibit G attached hereto and made a part hereof, nor are there any REAs affecting the Shopping Center or Tenant's rights under this Lease except as set forth in Exhibit D attached hereto and made a part hereof. Landlord shall exercise best efforts to obtain from each mortgagee under a Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of listed on Exhibit G a non-disturbance nondisturbance agreement which provides that Lessee shall not be disturbed in its possession the form of the Leased Property hereunder following "SNDA" attached to the Asset Purchase Agreement. (b) Subject to the terms of any nondisturbance agreement entered into by Tenant, should any mortgagee under a foreclosure of Mortgage succeed to Landlord's interest in this Lease, Tenant shall, upon demand, attorn to and recognize such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor mortgagee as Landlord under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure a sale or assignment of Landlord's interest in this Lease or the Premises, Tenant shall attorn to deliver and recognize such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument purchaser or assignee as the agent Landlord under this Lease without further act by Landlord or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablepurchaser or assignee.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1 and Lessee’s interest hereunder the terms of Section 7.1, this Lease, and any and all rights of Tenant hereunder, are and shall at all times be subject and subordinate to the lien any Facility Mortgage, any ground or master lease, and security title of any deeds all renewals, extensions, modifications, consolidations and replacements thereof, and to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore each and every advance made or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder under any such Facility Mortgage. This section shall be self-operative and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all no further instrument of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Leaserequired. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument which that Landlord, the landlord under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may be required reasonably request to evidence subordination such subordination. Tenant shall not unreasonably withhold its consent to any amendment to this Lease reasonably required by such lender or ground lessor, provided that such amendment does not (i) increase Tenant's rental obligations or other financial obligations hereunder, or (ii) have a material adverse effect upon Tenant's rights hereunder, or (iii) materially increase Tenant's non-economic obligations hereunder, or (iv) decrease Landlord's obligations hereunder. Landlord shall exercise commercially reasonable efforts to require any future Facility Mortgagee or landlord under a ground lease affecting the Leased Property to provide Tenant with notice and an opportunity to cure Landlord defaults under the respective Facility Mortgage or ground lease. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called a "SUPERIOR LEASE," and the landlord of a Superior Lease or its successor in interest at the time referred to is herein called "SUPERIOR LANDLORD"; the Facility Mortgage and any other mortgage or deed of trust to which this Lease is, at the time referred to, subject and subordinate, is herein called a "SUPERIOR MORTGAGE," and the Facility Mortgagee and any other holder, trustee or beneficiary of a Superior Mortgage is herein called "SUPERIOR MORTGAGEE." Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. Notwithstanding the obligations of Tenant hereunder, neither any Superior Mortgagee nor any Superior Landlord shall have an obligation to provide a non-disturbance agreement to Tenant. Any Superior Mortgagee or Superior Landlord shall have the right to terminate this Lease upon the foreclosure, deed in lieu of foreclosure or exercise of the power of sale with respect to the holder thereofLeased Property; provided that, if such right is exercised because of (a) a non- monetary default by Landlord under the terms of the relevant loan agreement or ground lease not caused by an Event of Default hereunder or (b) a monetary default by Landlord (including a misapplication of Rent paid by Tenant) where Tenant is not in Default in the payment of Rent hereunder beyond the expiration of applicable notice and cure periods, then Landlord shall pay to Tenant the Fair Market Value of Tenant's leasehold estate as of the termination date in accordance with Section 24.1(b); provided further that (i) such fee shall be paid first by offsetting any amounts owed by Tenant to Landlord at such time and the balance (if any) shall be paid to Tenant in cash, and (ii) Tenant agrees to seek payment of such cash balance (if any) solely from Host O.P. (which, by its execution of this Lease, agrees to be primarily liable for Landlord's obligation under this subparagraph of Section 20.2) pursuant to the terms of the Facility Mortgagee Agreement, and shall not make any demand or claim therefor against Landlord, the Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of foreclosure or other party claiming under any of the foregoing. In the event a cash flow sweep structure is implemented by any Superior Mortgagee, and such structure remains in place for twelve (12) consecutive months, Tenant, at its election, upon not less than thirty (30) days Notice, may terminate this Lease effective as of Lessee’s failure the end of such twelve (12) month period. For any period prior to such termination date, (i) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (ii) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash flow sweep structure (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease, and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (ii). Likewise, for any period during which cash management procedures are implemented by or on behalf of any Superior Mortgagee, (a) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (b) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash management procedures (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease, and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (b). If Tenant elects to terminate this Lease pursuant to the termination right granted in the first sentence of this paragraph, Landlord shall pay to Tenant the Fair Market Value of Tenant's leasehold estate as of the termination date calculated in accordance with Section 24.1(b); provided, however, (x) such fee shall be paid first by offsetting any amounts owed by Tenant to Landlord at such time and the balance (if any) shall be paid to Tenant in cash, and (y) Tenant agrees to seek payment of such cash balance (if any) solely from Host O.P. (which, by its execution of this Lease, agrees to be primarily liable for Landlord's obligation to pay the cash balance referenced in this clause (y)) pursuant to the terms of the Facility Mortgagee Agreement, and shall not make any demand or claim therefor against Landlord, the Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of foreclosure or other party claiming under any of the foregoing. Subject to the termination rights of any Superior Landlord or Superior Mortgagee, if any, in the event that any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Lease (any such person, "SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Lease as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Lease and Tenant shall promptly execute and deliver any instrument that such subordination and if the Mortgage Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not change any term alter the terms of this Lease), whereupon, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, Lessor mayexcept that the Successor Landlord (unless formerly the landlord under this Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, in addition neglect or default on the party of any prior Landlord under this Lease, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any other remedies counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for breach more than one (1) month in advance of covenant the date due hereunder, executewhich was not approved in writing by the Superior Landlord or the Superior Mortgagee, acknowledge(e) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and deliver profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Leased Property ready for occupancy by Tenant (subject to Landlord's obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableaforesaid.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate at all times to all ground or underlying leases which may now exist or hereafter be executed affecting the Property, or any part thereof, and to the lien and security title of any deeds to secure debt, mortgages or deeds of trust, mortgagestrust in any amount or amounts whatsoever now or hereafter placed on or against the Property, or other Encumbrances heretofore any part thereof, or hereafter granted by Lessor on or which otherwise encumber against Landlord's interest or affect estate therein, or on or against any ground or underlying lease (any of the Leased Property foregoing being a "Superior Interest"), without the necessity of having further instruments on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, Tenant covenants and agrees to any execute and all advances to be made thereunder and to all renewalsdeliver, modificationswithin 15 days after demand, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter grantedwithout charge, such further instruments evidencing such subordination is conditioned upon delivery of this Lease to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (ground or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage underlying leases and to the holder thereoflien of any such mortgages or deeds of trust as may be requested by Landlord. In Tenant hereby irrevocably appoints Landlord the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of LesseeTenant to irrevocably execute and deliver any such instrument or instruments for or in the name of Tenant. In the event of foreclosure or exercise of any power of sale under any mortgage or deed of trust superior to this Lease or to which this Lease is subject or subordinate, Tenant shall upon demand attorn to the lessor under said ground or underlying lease, or to the purchaser at any foreclosure sale or sale pursuant to the exercise of any power of sale under any mortgage or deed of trust. Notwithstanding anything to the contrary contained this Lease, this Lease shall not be subordinate to any hereafter placed mortgage, deed of trust or lease, unless the holder thereof shall be willing to enter into a non-disturbance agreement or subordination agreement with Tenant on commercially reasonable terms pursuant to which, so long as Tenant is not in default of any of Tenant's obligations under this Lease after notice and Lessee hereby irrevocably constitutes Lessor expiration of the applicable cure periods, Tenant's possession of the Premises and its attorney-in-fact for rights under this Lease shall not be disturbed nor terminated as a result of any default by Landlord under any mortgage, deed of trust or lease or as a result of foreclosure or termination of such purposemortgage, Lessee acknowledging that deed of trust or lease. Landlord represents and warrants to Tenant that, as of the appointment date of this Lease, there is coupled with an interest and is irrevocableno indebtedness secured by a deed of trust or mortgage on the Building.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1, this Agreement, any and Lessee’s interest hereunder all rights of Tenant hereunder, are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgageswhich may now or hereafter affect the Collective Leased Properties, or any of them, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other Encumbrances heretofore lands and/or buildings and/or leases, to each and every advance made or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages and deeds of trust. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, (i) Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination, and (ii) the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any such deed of trust shall execute and deliver to Tenant a Non-Disturbance Agreement reasonably satisfactory to Tenant (taking into account, however, the reasonable requirements of the lessor or lender, including a lender becoming such in connection with a non-recourse securitized loan), including provisions with respect to insurance and casualty matters. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "SUPERIOR MORTGAGEE." If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement with respect to one or more of the Collective Leased Properties, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "SUCCESSOR LANDLORD") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Agreement with respect to one or more of the Collective Leased Properties, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord's interest in the applicable Leased Property and the rents, income, receipts, revenues, issues and profits issuing from such Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the applicable Leased Property ready for occupancy by Tenant, or (g) required to evidence subordination remove any Person occupying the applicable Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to any Mortgage and time to the holder thereof. In the event execute a suitable instrument in confirmation of Lessee’s failure Tenant's agreement to deliver such subordination and if the Mortgage does not change any term of the Leaseattorn, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableaforesaid.

SUBORDINATION OF LEASE. This Lease Subject to Section 21.1, this Agreement, any and Lessee’s interest hereunder all rights of Tenant hereunder, are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgageswhich may now or hereafter affect the Collective Leased Properties, or any of them, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other Encumbrances heretofore lands and/or buildings and/or leases, to each and every advance made or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages and deeds of trust. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination provided that such agreement does not amend or modify this Agreement and includes customary non-disturbance and recognition provisions. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement with respect to one or more of the Collective Leased Properties, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Agreement with respect to one or more of the Collective Leased Properties, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment provided that such agreement does not amend or modify this Agreement and includes customary non-disturbance and recognition provisions. Upon such attornment, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Agreement; (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant; (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord; (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto; (e) liable to Tenant beyond the Successor Landlord's interest in the applicable Leased Property and the rents, income, receipts, revenues, issues and profits issuing from such Leased Property; (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the applicable Leased Property ready for occupancy by Tenant; or (g) required to evidence subordination remove any Person occupying the applicable Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to any Mortgage and time to the holder thereof. In the event execute a suitable instrument in confirmation of Lessee’s failure Tenant's agreement to deliver such subordination and if the Mortgage does not change any term of the Leaseattorn, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableaforesaid.

SUBORDINATION OF LEASE. This Lease Agreement and Lessee’s interest any and all rights of Tenant hereunder are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages and deeds of trust. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “SUPERIOR LEASE” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “SUPERIOR LANDLORD” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “SUPERIOR MORTGAGE” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “SUPERIOR MORTGAGEE”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this SECTION 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “SUCCESSOR LANDLORD”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under SECTION 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under SECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the LeaseLeased Property, Lessor may, in addition to or any other remedies for breach of covenant hereunder, execute, acknowledgeportion thereof, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This At Landlord’s request, Tenant shall subordinate this Lease and Lessee’s interest the estate of Tenant hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewalsmortgage lien (hereafter, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”) which now encumbers or which at any time hereafter may encumber the Premises (such Mortgage and any replacement, renewal, modification, consolidation, or extension thereof being sometimes hereinafter referred to as an “Encumbrance”); provided, however, however that with respect to any Mortgage hereafter granted, the holder of such subordination is conditioned upon delivery to Lessee Encumbrance agrees that Tenant’s occupancy of a non-disturbance agreement which provides that Lessee shall the Premises and its rights under this Lease will not be disturbed in the event of foreclosure or other transfer of Landlord’s interest in the Premises to such holder or its possession successor in interest so long as Tenant is not in default under the terms of the Leased Property hereunder following a foreclosure of such Mortgage (this Lease, beyond any applicable notice, grace or delivery of a deed-in-lieu-of-foreclosure) cure periods, and that the holder of such Mortgage or Encumbrance agrees to assume the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor Landlord under this LeaseLease from and after the date such holder or its successor assumes such obligation. In confirmation Notwithstanding the foregoing, any holder of an Encumbrance may elect that this Lease shall have priority over such Encumbrance and, upon notification of such subordinationelection by the holder of such Encumbrance, howeverthis Lease shall be deemed to have priority over such Encumbrance, Lessee shallwhether this Lease is dated prior to or subsequent to the date of such Encumbrance. Landlord represents and warrants that as of the date of this Lease, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which there are no Encumbrances that are or may be required prior or paramount to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This The Tenant agrees that this Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, mortgages or deeds of trust, mortgagestrust presently or hereafter placed upon the Premises, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property any part thereof, and to any and all advances to be advances, past or future, made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)thereunder; provided, however, that with respect such subordination shall be conditioned upon Landlord obtaining and delivering to Tenant an agreement, in recordable form ("Nondisturbance Agreement"), from any Mortgage hereafter grantedholder of any mortgage or deed of trust placed upon the Premises, or any part thereof, such subordination is conditioned upon delivery to Lessee that if by foreclosure, deed in lieu of foreclosure or otherwise, such holder or its designee or nominee or a non-disturbance agreement which provides that Lessee purchaser at foreclosure shall become the owner of the Premises, the possession, use or enjoyment of the Premises by Tenant or any of its subsidiaries shall not be disturbed provided that Tenant is not then in its possession default hereunder beyond any applicable notice and cure periods. Subject to the obligation of Landlord to deliver the Nondisturbance Agreement to Tenant, Tenant agrees, immediately upon the request of the Leased Property hereunder following Landlord, to execute a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Leasesubordination agreement in recordable form. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee The Tenant hereby irrevocably constitutes Lessor its appoints the Landlord as attorney-in-fact for the Tenant with full power and authority to execute and deliver in the name of the Tenant a subordination agreement subordinating this Lease to any mortgage or deed of trust if ten (10) days after the date of a written request by Landlord to execute such purposeagreement, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableTenant shall not have executed same.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title any mortgage or deed of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore trust now existing or hereafter granted placed upon the Premises or the Project or any portion thereof containing the Premises, created by Lessor or which otherwise encumber or affect at the Leased Property instance of Landlord, and to any and all advances to be made thereunder and to interest thereon and all renewals, modifications, consolidations, replacements, substitutions, renewals and replacements or extensions thereof (all of which are herein called the “"Landlord's Mortgage”); provided, ") provided however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such any Landlord's Mortgage or any person or persons purchasing or otherwise acquiring the purchaser Premises, the Project or any portion thereof containing the Premises at a foreclosure any sale (or grantee other proceeding under any Landlord's Mortgage may elect to continue this Lease in full force and effect; and in such deed-in-lieu-of-foreclosure) event, Tenant shall perform all obligations of Lessor under this Leaseattorn to such person or persons. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly Tenant shall properly execute, acknowledge and deliver documents which the holder of any instrument Landlord's Mortgage may require to effectuate the provisions of this Section 22 within five (5) days after Landlord's request. Not withstanding the above, Landlord shall use commercially reasonable efforts to cause any holder of Landlord's mortgage to enter into a Nondisturbance Agreement with Tenant which may be required shall provide in essence that upon any foreclosure of any mortgage or deed of trust by such holder of Landlord's mortgage, that such holder will not disturb Tenant's rights pursuant to evidence subordination to any Mortgage and this Lease, so long as Tenant is not in default pursuant to the holder thereof. In the event provisions of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to any mortgage from time to time encumbering the lien Premises, whether executed and security title delivered prior to or subsequent to the date of any deeds this Lease, if the holder of such mortgage shall so elect provided that the holder shall enter an agreement that if it succeeds to secure debt, deeds the interest of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutionsLandlord, and extensions thereof (all of which are herein called the “Mortgage”); providedprovided Tenant is not in default, howeverunder this Lease, that with respect Xxxxxx’s right to any Mortgage hereafter granted, such subordination is conditioned upon delivery possession of the Premises pursuant to Lessee the terms of a non-disturbance agreement which provides that Lessee this Lease shall not be disturbed and Landlord shall recognize tenant as Tenant. If this Lease is subordinate to any mortgage and the holder thereof (or successor) shall succeed to the interest of Landlord, at the election of such holder (or successor), Tenant shall attorn to such holder and this Lease shall continue in its full force and effect between such holder (or successor) and Tenant, so long as such xxxxxx agrees that Xxxxxx’s right to possession of the Leased Property hereunder following a foreclosure Premises pursuant to the terms of this Lease shall not be disturbed and Landlord shall recognize tenant as Tenant. This Section shall be self-operative and no further instrument of subordination or attornment shall be required. Provided Tenant shall secure an agreement of non-disturbance as provided above, Xxxxxx agrees to execute such Mortgage (instruments of subordination or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In attornment in confirmation of the foregoing agreement as such subordination, however, Lessee shall, at Lessorholder may request so long as such holder agrees that Xxxxxx’s request, promptly execute, acknowledge and deliver any instrument which may be required right to evidence subordination to any Mortgage and possession of the Premises pursuant to the holder thereof. In the event terms of Lessee’s failure to deliver such subordination this Lease shall not be disturbed and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeLandlord shall recognize tenant as Tenant, and deliver the instrument Tenant hereby appoints such holder as the agent or Xxxxxx’s attorney-in-fact to execute such subordination or attornment agreement upon default of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for Tenant in complying with such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableholder’s request.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1 and Lessee’s interest hereunder this Section 20.2, upon Notice from Landlord, Tenant shall at all times be subject execute and subordinate deliver an agreement, in form and substance reasonably satisfactory to the lien Landlord and security title of any deeds to secure debtTenant, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and subordinating this Agreement to any and all advances Encumbrance permitted pursuant to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)Section 20.1; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee shall be on the express condition that the terms of this Agreement shall be recognized by the mortgagee or holder of the deed of trust and any purchaser of the Leased Property at any foreclosure sale (a non-disturbance agreement which provides "Successful Purchaser") and that Lessee such mortgagee, holder or Successful Purchaser shall not honor and be disturbed in its bound by this Agreement and that, notwithstanding any default by Landlord under such Encumbrance or any foreclosure thereof, Tenant's possession of the Leased Property hereunder following and rights and obligations under this Agreement shall not be affected thereby and this Agreement shall not be terminated other than in accordance with its terms. The foregoing agreements shall be binding on any purchaser of the Leased Property at foreclosure. Any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". Tenant shall have no obligations under any Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Mortgagee or the nominee or designee of any Superior Mortgagee or any Successful Purchaser, shall succeed to the rights of Landlord under this Agreement (any such person, "Successor Landlord"), whether through possession or foreclosure of such Mortgage (action or delivery of a new lease or deed-in-lieu-of-foreclosure) and that the holder of , or otherwise, such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) Successor Landlord shall perform all obligations of Lessor recognize Tenant's rights under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Agreement and Tenant shall promptly execute, acknowledge execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) bound by any modification of this Agreement subsequent to such Superior Mortgage, or by any previous prepayment of Minimum Rent or Percentage Rent for more than one (1) month in advance of the date due hereunder, which may be was not approved in writing by the Superior Mortgagee thereto, (d) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, or (e) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord; provided, however, that any offset rights of Tenant pursuant to Section 14.3(a) that, prior thereto, accrued in Tenant's favor shall continue and Tenant shall be entitled to offset the remaining balance of such deficient amounts plus interest therein from the date of funding at the Disbursement Rate against Rent payable by Tenant to such Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord, any Successor Landlord and/or Superior Mortgagee shall be liable to pay to Tenant any portions of insurance proceeds or Awards received by the Landlord, Successor Landlord and/or Superior Mortgagee, respectively, and required to be paid to Tenant or otherwise applied to the cost of repair, restoration or rebuilding of the Leased Property pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeLeased Property, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease as the same may hereafter be modified, amended or extended, and Lesseeall of Tenant’s right, title and interest hereunder in and to the Leased Property, and all rights and privileges of Tenant to the Leased Property are hereby and shall at all times be subject and subordinate to the any first lien Mortgage and all liens and security title interests securing payment of any deeds such Mortgage. Upon Notice from Landlord, Tenant shall execute and deliver an agreement, in form and substance reasonably satisfactory to secure debtLandlord and Tenant, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and subordinating this Lease to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all first lien Mortgage. If any holder of which are herein called an first lien Mortgage or the “Mortgage”); provided, however, that with respect to nominee or designee of any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a holder or any successful purchaser at any foreclosure of such Mortgage Mortgage, shall succeed to the rights of Landlord under this Lease (any such person, “Successor Landlord”), the Successor Landlord shall not have any liability under the Lease prior to the date Successor Landlord shall succeed to the interest of “Landlord” under this Lease, nor any liability for claims, offsets or delivery defenses which Tenant might have had against the Landlord prior to the date Successor Landlord shall have succeeded to the interest of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor “Landlord” under this Lease. In confirmation Landlord and Tenant hereby agree that upon conveyance of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and title to the holder thereofLeased Property, to the Successor Landlord, Tenant shall attorn to the Successor Landlord and shall continue to perform all of Tenant’s obligations with respect to the Leased Property in accordance with the terms of this Lease. In Notwithstanding the event foregoing, the Tenant shall be under no obligation to so attorn unless the Successor Landlord, within twenty (20) days after the date of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term foreclosure, assumes all of the Leaseobligations of the “Landlord” under the Lease which arise from and after the date of foreclosure, Lessor may, in addition pursuant to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablea written assumption agreement which shall be delivered to Tenant.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-of- foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease Lessor shall have the right at any time, and Lessee’s interest hereunder from time to time, to place upon the Building and the land of which the premises are a part, a mortgage or mortgages which, together with all renewals, extensions, modifications, and replacements thereof, shall be wholly prior to the rights of Lessee and this Lease. It is the intention of the parties that such priority shall be established automatically and that no separate instrument shall be required to effectuate such subordination of this Lease. Lessee will, however, at any time and from time to time, upon request of Lessor, promptly execute and deliver to Lessor, without expense to Lessor, any and all times be instruments deemed by Lessor necessary or advisable to subject and subordinate this Lease and all rights given Lessee hereunder to such mortgage or mortgages. In the event any proceedings are brought for the foreclosure of any such mortgage, Lessee covenants that it will, to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession extent of the Leased Property hereunder following a foreclosure of Lessor's interest affected by such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or , attorn to the purchaser at a upon any such foreclosure sale (or grantee under and recognize such deed-in-lieu-of-foreclosure) shall perform all obligations of purchaser as Lessor under this Lease. In confirmation of such subordinationLessee agrees to execute and delivery to Lessor, however, Lessee shallwithout expense to Lessor, at Lessor’s requestany time and from time to time, promptly executeupon the request of Lessor or of any such holder, acknowledge and deliver any instrument which which, in the sole judgment of Lessor, may be required necessary or appropriate in any such foreclosure proceeding or otherwise to evidence subordination to any Mortgage such attornment. Lessee hereby appoints Lessor and to the holder thereof. In of any such mortgage or either of them, the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact irrevocably, of LesseeLessee to execute and deliver for and on behalf of Lessee any such instrument. Lessee further waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease and the obligation of Lessee hereunder in the event any such foreclosure proceeding is brought, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for agrees that this Lease shall not be affected in any way whatsoever by any such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableforeclosure proceeding.

SUBORDINATION OF LEASE. This It is agreed that the rights and interest of Tenant under this Lease and Lessee’s interest hereunder shall at all times be (i) subject and or subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, present or other Encumbrances heretofore future mortgage or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property mortgages and to any and all advances to be made thereunder thereunder, and to all renewalsthe interest of the holder thereof in the Premises or any property of which the Premises are a part if such mortgagee shall elect by notice to Tenant to subject or subordinate the rights and interest of Tenant under this Lease to such mortgage or (ii) prior to any present or future mortgage or mortgages, modificationsif such mortgagee shall elect, consolidationsby notice to Tenant, replacements, substitutionsto give the rights and interest of Tenant under this Lease priority to such mortgage. In the event of either of such elections, and extensions thereof (all upon notification by mortgagee to that effect, the rights and interest of which are herein called Tenant under this Lease shall be deemed to be subordinate to, or have priority over, as the “Mortgage”); providedcase may be, howeversaid mortgage or mortgages, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession irrespective of the Leased Property hereunder following a foreclosure time of execution or time of recording of any such Mortgage mortgage or mortgages. Tenant agrees it will, within ten (10) Business Days of Landlord’s or delivery of a deed-in-lieu-of-foreclosure) and that the holder of any such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordinationmortgagee’s written request therefor, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument and all instruments deemed by Landlord, or by the requesting mortgagee, necessary or desirable to give effect to or notice of such subordination or priority. Any mortgage to which this Lease shall be subordinated may be required contain such terms, provisions and conditions as the holder, in its sole discretion, deems necessary or appropriate. Notwithstanding the foregoing, however, (a) Landlord shall deliver to evidence subordination Tenant promptly following the execution and delivery of this Lease a subordination, non-disturbance and attornment agreement (“SNDA”) reasonably satisfactory to Tenant and such mortgagee with respect to any Mortgage and existing mortgage encumbering the Building or the Unit as of the Date of Lease, pursuant to which the holder thereofof such mortgage shall agree to recognize and not disturb Tenant’s rights under this Lease so long as Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods, if any, and (b) Tenant shall not be obligated to subordinate this Lease to any future mortgage encumbering the Building or the Unit unless the mortgagee provides Tenant with an SNDA reasonably satisfactory to Tenant and such mortgagee pursuant to which the holder of such mortgage agrees to recognize and not disturb Tenant’s rights under this Lease so long as Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods, if any. In the event The current mortgagee’s form of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term SNDA as of the Lease, Lessor may, in addition to any other remedies for breach Date of covenant hereunder, execute, acknowledge, and deliver the instrument Lease is attached hereto as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest Exhibit M and is irrevocabledeemed to be acceptable to Tenant. Any mortgage recorded after the recording of the memorandum of lease referred to in Section 27.2 shall be subject to this Lease unless the mortgagee elects under clause (i) of this Section to subordinate the rights and interest of Tenant to such mortgage and Tenant and such mortgagee execute a SNDA reasonably satisfactory to Tenant and such mortgagee with respect to this Lease. An election by a mortgagee under clause (i) of the first sentence of this Section to subordinate the rights and interest of Tenant to a mortgage shall not be valid unless consented to in writing by all the holders of record of all mortgages then outstanding secured by the Premises.

SUBORDINATION OF LEASE. This Lease Agreement and Lessee’s interest any and all rights of Tenant hereunder are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages and deeds of trust. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the LeaseLeased Property, Lessor may, in addition to or any other remedies for breach of covenant hereunder, execute, acknowledgeportion thereof, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate at all times to the lien of all mortgages and security title deeds of trust in any amount or amounts whatsoever (including all advances thereunder, renewals, replacement, modifications, supplements, and extensions thereof) now or hereafter placed on or against the Premises, the Building or the Project, or on or against Landlord's interest or estate therein, all without the necessity of having further instruments executed on the part of Tenant to effectuate such subordination. Tenant agrees to execute and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of any such mortgages or deeds to secure debtof trust as may be required by Landlord, deeds provided that each mortgagee or beneficiary under any such mortgage or deed of trust, mortgagesor purchaser or grantee in respect thereof, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewalsshall agree, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of in a commercially reasonable non-disturbance agreement which provides that Lessee shall agreement, not be disturbed in its to terminate or disturb Tenant's possession of the Leased Property hereunder following a Premises under this Lease in the event of termination of such ground or underlying lease or foreclosure of such Mortgage (mortgage or delivery deed of trust or deed in lieu thereof, as the case may be, so long as Tenant is not in default under this Lease beyond any applicable cure period under this Lease. In the event of the foreclosure of any mortgage or deed of trust encumbering the Premises, the Building or the Project, or on or against Landlord's estate or interest therein, or in the event of a deed-in-lieu-of-foreclosure) and that the holder lieu of foreclosure thereof, Tenant shall be bound to any such Mortgage mortgagee or the beneficiary under any such mortgage or deed of trust, or any other purchaser at a foreclosure sale (or grantee in foreclosure or under such a deed-in-lieulieu thereof, and Tenant hereby attorns to any such party as its landlord, such attornment to be effective and self-of-foreclosure) shall perform all obligations operative without the execution of Lessor any further instrument immediately upon such party's succeeding to Xxxxxxxx's interest under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease Subject to Section 19.1 and Lessee’s interest hereunder this Section 19.2, upon Notice from Landlord, Tenant shall at all times be subject execute and subordinate deliver an agreement, in form and substance reasonably satisfactory to the lien Landlord and security title of any deeds to secure debtTenant, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and subordinating this Agreement to any and all advances Encumbrance permitted pursuant to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)Section 19.1; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee shall be on the express condition that the terms of this Agreement shall be recognized by the mortgagee or holder of the deed of trust and any purchaser of the Leased Property at any foreclosure sale (a non-disturbance agreement which provides "Successful Purchaser") and that Lessee such mortgagee, holder or Successful Purchaser shall not honor and be disturbed in its bound by this Agreement and that, notwithstanding any default by Landlord under such Encumbrance or any foreclosure thereof, Tenant's possession of the Leased Property hereunder following and rights and obligations under this Agreement shall not be affected thereby and this Agreement shall not be terminated other than in accordance with its terms. The foregoing agreements shall be binding on any purchaser of the Leased Property at foreclosure. Any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". Tenant shall have no obligations under any Superior Mortgage other than those expressly set forth in this Section 19.2. If any Superior Mortgagee or the nominee or designee of any Superior Mortgagee or any Successful Purchaser, shall succeed to the rights of Landlord under this Agreement (any such person, "Successor Landlord"), whether through possession or foreclosure of such Mortgage (action or delivery of a new lease or deed-in-lieu-of-foreclosure) and that the holder of , or otherwise, such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) Successor Landlord shall perform all obligations of Lessor recognize Tenant's rights under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Agreement as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Agreement and Tenant shall promptly execute, acknowledge execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) bound by any modification of this Agreement subsequent to such Superior Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month in advance of the date due hereunder, which may be was not approved in writing by the Superior Mortgagee thereto, (d) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, or (e) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord, any Successor Landlord and/or Superior Mortgagee shall be liable to pay to Tenant any portions of insurance proceeds or Awards received by the Landlord, Successor Landlord and/or Superior Mortgagee, respectively, and required to be paid to Tenant or otherwise applied to the cost of repair, restoration or rebuilding of the Leased Property pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeLeased Property, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1 and Lessee’s interest hereunder the terms of Section 7.1, this Lease, and any and all rights of Tenant hereunder, are and shall at all times be subject and subordinate to the lien any Facility Mortgage, any ground or master lease, and security title of any deeds all renewals, extensions, modifications, consolidations and replacements thereof, and to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore each and every advance made or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder under any such Facility Mortgage. This section shall be self-operative and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all no further instrument of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Leaserequired. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument which that Landlord, the landlord under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may be required reasonably request to evidence subordination such subordination. Tenant shall not unreasonably withhold its consent to any amendment to this Lease reasonably required by such lender or ground lessor, provided that such amendment does not (i) increase Tenant's rental obligations or other financial obligations hereunder, or (ii) have a material adverse effect upon Tenant's rights hereunder, or (iii) materially increase Tenant's non-economic obligations hereunder, or (iv) decrease Landlord's obligations hereunder. Landlord shall exercise commercially reasonable efforts to require any future Facility Mortgagee or landlord under a ground lease affecting the Leased Property to provide Tenant with notice and an opportunity to cure Landlord defaults under the respective Facility Mortgage or ground lease. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called a "Superior Lease," and the landlord of a Superior Lease or its successor in interest at the time referred to is herein called "Superior Landlord"; the Facility Mortgage and any other mortgage or deed of trust to which this Lease is, at the time referred to, subject and subordinate, is herein called a "Superior Mortgage," and the Facility Mortgagee and any other holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee." Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2. Notwithstanding the obligations of Tenant hereunder, neither any Superior Mortgagee nor any Superior Landlord shall have an obligation to provide a non-disturbance agreement to Tenant. Any Superior Mortgagee or Superior Landlord shall have the right to terminate this Lease upon the foreclosure, deed in lieu of foreclosure or exercise of the power of sale with respect to the holder thereofLeased Property; provided that, if such right is exercised because of (a) a non-monetary default by Landlord under the terms of the relevant loan agreement or ground lease not caused by an Event of Default hereunder or (b) a monetary default by Landlord (including a misapplication of Rent paid by Tenant) where Tenant is not in Default in the payment of Rent hereunder beyond the expiration of applicable notice and cure periods, then Landlord shall pay to Tenant the Fair Market Value of Tenant's leasehold estate as of the termination date in accordance with Section 24.1(b); provided further that (i) such fee shall be paid first by offsetting any amounts owed by Tenant to Landlord at such time and the balance (if any) shall be paid to Tenant in cash and (ii) Tenant agrees to seek payment of such cash balance (if any) solely from Host O.P. (which, by its execution of this Lease, agrees to be primarily liable for Landlord's obligation under this subparagraph of Section 20.2) pursuant to the terms of the Facility Mortgagee Agreement, and shall not make any demand or claim therefor against Landlord, the Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of foreclosure or other party claiming under any of the foregoing. In the event a cash flow sweep structure is implemented by any Superior Mortgagee for any period during the continued implementation of Lessee’s failure such structure, (i) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (ii) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash flow sweep structure (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease, and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (ii). Likewise, for any period during which cash management procedures are implemented by or on behalf of any Superior Mortgagee, (a) Tenant's obligation to pay Rent or any other amounts payable hereunder shall be reduced by any amounts received by any Superior Mortgagee and (b) Landlord shall compensate Tenant on an Accounting Period basis for any Tenant Operating Profit not received because of the cash management procedures (i.e., any amount swept in excess of the Rent and other amounts otherwise payable by Tenant under this Lease) and any other costs incurred or advanced by Tenant pursuant to this Lease, and Host O.P. agrees to be primarily liable for Landlord's obligation under this clause (b). Subject to the termination rights of any Superior Landlord or Superior Mortgagee, if any, in the event that any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Lease (any such person, "Successor Landlord"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, such Successor Landlord shall recognize Tenant's rights under this Lease as herein provided and Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Lease and Tenant shall promptly execute and deliver any instrument that such subordination and if the Mortgage Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not change any term alter the terms of this Lease), whereupon, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, Lessor mayexcept that the Successor Landlord (unless formerly the landlord under this Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, in addition neglect or default on the part of any prior Landlord under this Lease, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any other remedies counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for breach more than one (1) month in advance of covenant the date due hereunder, executewhich was not approved in writing by the Superior Landlord or the Superior Mortgagee, acknowledge(e) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and deliver profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Leased Property ready for occupancy by Tenant (subject to Landlord's obligations under Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableaforesaid.

SUBORDINATION OF LEASE. This Lease is and Lessee’s interest hereunder shall at all times be subject to and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all mortgages now existing upon or that may be hereafter placed upon the Building and/or the Real Property and to all advances made or to be made thereunder thereon and to all renewals, modifications, consolidations, replacements, substitutions, and replacements or extensions thereof (and the lien of any such mortgages to the full extent of all sums secured thereby. This provision shall be self-operative and no further instrument of which are herein called the “Mortgage”); provided, however, that with respect subordination shall be necessary to any Mortgage hereafter granted, effectuate such subordination is conditioned upon delivery and the recording of any such mortgage shall have preference and precedence and be superior and prior in lien to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession this Lease, irrespective of the Leased Property hereunder following a foreclosure date of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Leaserecording. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge shall on request of Lessor or the holder of any such mortgage execute and deliver to Lessor within ten (10) days any instrument which that Lessor or such holder may be required reasonably request provided the same contains language substantially similar to evidence subordination to any Mortgage that set forth within the next following paragraph, and to this end Lessee acknowledges that such instrument may also require certain additional affirmative obligations be undertaken by Lessee not heretofore set forth within this Lease and not inconsistent with the holder thereof. In terms of this Lease such as the obligation of Lessee to notify the mortgage company granting the non-disturbance agreement described in the next following sentence in the event of Lessee’s failure to deliver a default by Lessor under this Lease. Notwithstanding the foregoing in the event of a foreclosure of any such subordination and if the Mortgage does not change any term mortgage or of the Lease, Lessor may, in addition to any other remedies action or proceeding for breach the enforcement thereof, or of covenant hereunderany sale thereunder, executethis Lease will not be barred, acknowledgeterminated, cut off or foreclosed nor will the rights and deliver possession of Lessee thereunder be disturbed if Lessee shall not then be in default in the instrument as payment of rental or other sums or be otherwise in default under the agent or attorney-in-fact terms of Lesseethis Lease, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for shall attorn to the purchaser at such purposeforeclosure, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablesale or other action or proceeding.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder any option contained herein shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore mortgage and/or trust deed which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property real property of which the Premises form a part, and to any and all advances to be made thereunder and also to all renewals, modifications, consolidations, replacements, substitutions, consolidations and extensions thereof (all replacements of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (said mortgage or delivery of a trust deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lesseethe sale, transfer or assignment of Landlord’s failure interest in the Demised Premises, or all or any portion of the real property of which it is a part, or in the event any proceedings are brought for the foreclosure of or for the exercise of any power of sale under any mortgage on the Demised Premises or such real property, at the option of the mortgagee Tenant shall attorn to deliver the respective transferee, assignee or purchaser and recognize such party as Landlord under this Lease (to the extent applicable). Although no instrument or act on the part of Tenant shall be necessary to effectuate such subordination and if attornment, Tenant will, nevertheless, execute and deliver such further instruments confirming such subordination of this Lease and attornment as may be reasonably requested by the Mortgage does not change any term holders of said mortgage or trust deed consistent with the provisions of this Lease, Lessor may, provided that such party provides the Tenant with a non disturbance agreement in addition form and substance reasonably required by such holders. If Tenant fails to any other remedies for breach of covenant hereunder, execute, acknowledge, execute and deliver the instrument as the agent any such documents or attorney-in-fact of Lesseeinstruments within ten (10) days after written request therefore, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact at Landlord’s option, such shall be considered to be default by Tenant under this Lease (without any further obligation for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablenotice and/or right to cure).

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”)thereof; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. For avoidance of doubt, notwithstanding the foregoing, the SAA remains in full force and effect and applies to this Lease, and in the event of any inconsistency between the SAA and this Lease, the SAA shall control.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall shall, at all times Lessor's option, or at the option of any holder of any underlying lease or holder of any mortgage or trust deed (hereinafter sometimes collectively referred to as "Senior Encumbrances"), be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property such underlying leases and to any such mortgage or trust deed which may now or hereafter affect the real property of which the Premises form a part, and all advances to be made thereunder and also to all renewals, modifications, consolidationsconsolidations and replacements of said underlying leases and said first mortgage or trust deed. Although no instrument or act on the part of Lessee shall be necessary to effectuate such subordination, replacementsLessee will, substitutionsnevertheless, execute and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, deliver such further instruments confirming such subordination of this Lease as may be desired by the holders of said mortgage or trust deed or by any of the Lessor's under such underlying leases. If any underlying lease to which this Lease is conditioned upon delivery subject terminates, Lessee shall, on timely request, attorn to the owner of the reversion. Lessor agrees to use its commercially reasonable efforts on behalf of Lessee of to obtain a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that from the holder of such Mortgage any of the aforesaid underlying leases or mortgages or trust deeds; however, this Lease is not conditioned upon the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation same being granted and any charges assessed by the holders of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to underlying leases or mortgages or trust deeds in connection with the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term obtaining of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorneyaforesaid non-in-fact of disturbance agreement shall be paid by Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. Landlord confirms that there is no lease prior and superior to this Lease (i.e., a ground lease), deed of trust, mortgage or similar lien encumbering the Building. This Lease Lease, and Lessee’s interest all rights of Tenant hereunder shall at all times be subject and subordinate to any and all future ground leases of the lien and security title of any deeds to secure debt, Building and/or mortgages (including deeds of trust, mortgagesor trust deeds in the nature of a mortgage) which may now or hereinafter affect or encumber the Building and/or any of such ground leases; provided, however, that the effectiveness of any such subordination shall be subject to the condition that the ground lessor or mortgagee shall execute and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in a form reasonably acceptable to Tenant. This subordination shall likewise apply to each and every advance made, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances hereinafter to be made thereunder and made, under such mortgages; to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery mortgages. This section shall be self-operative and no further instrument of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) subordination shall perform all obligations of Lessor under this Leasebe required. In However, in confirmation of such subordinationsuch, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument which may be required the SNDA in order to evidence subordination such subordination, non-disturbance and attornment. It is agreed, nevertheless, and any SNDA shall provide, that as long as no Event of Default exists, then there will be no interference with Tenant’s right to any Mortgage quiet enjoyment under this Lease, or with the right of Tenant to continue to occupy the Leased Premises and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor mayconduct its business thereon, in addition to accordance with the terms of this Lease as against any other remedies for breach of covenant hereunderlessor, executelessee, acknowledgemortgagee or trustee, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.their respective successors or assigns..

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be is subject and subordinate to the lien lien, operation and security title effect of any deeds to secure debtall ground leases, deeds of trust, mortgages, or and/or other Encumbrances heretofore similar instruments of encumbrance (herein each referred to for the purposes of this Section 20 as "Mortgages") which may now or hereafter granted by Lessor affect this Lease or which otherwise encumber or affect the Leased Property and Property, to any all funds and all advances indebtedness intended to be made thereunder secured by such Mortgages, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all thereof. This clause shall be self-operative and no further instrument of which are herein called subordination shall be necessary to effect the “subordination of this Lease to the lien of any such Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee Tenant shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to within five (5) days of the written request of Landlord or the holder thereofof any Mortgage, executive promptly any further instruments requested. In the event of Lessee’s failure to deliver such subordination Tenant constitutes and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument appoints Landlord as the agent or Tenant's attorney-in-fact to execute any such instruments for or on Tenant's behalf if Tenant fails to execute and deliver such instrument(s) within said five (5) day period. Landlord shall cause the holder of Lesseethe Mortgage currently affecting the Property to execute a Non-Disturbance, Attornment and Lessee Subordination Agreement in the form attached hereto and incorporated herein by reference as Exhibit F. Landlord hereby irrevocably constitutes Lessor its attorneyagrees to use commercially reasonably efforts to obtain a non-in-fact disturbance agreement for such purposeTenant from any future Mortgagee, Lessee acknowledging that but Landlord's failure to obtain the appointment is coupled with an interest and is irrevocablesame shall not affect the enforceability of the terms of this Lease.

SUBORDINATION OF LEASE. This Lease and Lesseeshall, at Lessor’s interest hereunder shall option, or at all times the option of any holder of any underlying lease or holder of any mortgage or trust deed (hereinafter sometimes collectively referred to as “Senior Encumbrances”), be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property such underlying leases and to any such mortgage or trust deed which may now or hereafter affect the real property of which the Premises form a part, and all advances to be made thereunder and also to all renewals, modifications, consolidationsconsolidations and replacements of said underlying leases and said first mortgage or trust deed, replacementsprovided that Lessor shall obtain a customary, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a commercially reasonable non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that from the holder of any such Mortgage underlying lease, mortgage or trust deed. Lessor shall cause to be included in such non-disturbance agreement a provision that recognizes Lessor’s obligation to apply insurance proceeds toward restoration of the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations Building and the Premises and does not otherwise alter any of Lessor under the terms of this Lease. In confirmation Any expenses charged by the mortgagee in connection with the obtaining of the aforesaid agreement shall be paid by Lessor. Although no instrument or act on the part of Lessee shall be necessary to effectuate such subordination, howeverLessee will, nevertheless, execute and deliver such further commercially reasonable instruments confirming such subordination of this Lease as may be desired by the holders of said mortgage or trust deed or by any of the Lessor’s under such underlying leases. If any underlying lease to which this Lease is subject terminates, Lessee shall, at Lessor’s on timely request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attorn to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term owner of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablereversion.

SUBORDINATION OF LEASE. This It is agreed that the rights and interest of Tenant under this Lease and Lessee’s interest hereunder shall at all times be (i) subject and or subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, present or other Encumbrances heretofore future mortgage or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property mortgages and to any and all advances to be made thereunder thereunder, and to all renewalsthe interest of the holder thereof in the Premises or any property of which the Premises are a part if such mortgagee shall elect by notice to Tenant to subject or subordinate the rights and interest of Tenant under this Lease to such mortgage or (ii) prior to any present or future mortgage or mortgages, modificationsif such mortgagee shall elect, consolidationsby notice to Tenant, replacements, substitutionsto give the rights and interest of Tenant under this Lease priority to such mortgage. In the event of either of such elections, and extensions thereof (all upon notification by mortgagee to that effect, the rights and interest of which are herein called Tenant under this Lease shall be deemed to be subordinate to, or have priority over, as the “Mortgage”); providedcase may be, howeversaid mortgage or mortgages, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession irrespective of the Leased Property hereunder following a foreclosure time of execution or time of recording of any such Mortgage mortgage or mortgages. Tenant agrees it will, within ten (10) days of Landlord’s or delivery of a deed-in-lieu-of-foreclosure) and that the holder of any such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordinationmortgagee’s request therefor, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required and all instruments deemed by Landlord, or by the requesting mortgagee, necessary or desirable to evidence subordination give effect to any Mortgage and to the holder thereof. In the event or notice of Lessee’s failure to deliver such subordination or priority. Tenant also agrees that if it shall fail at any time to execute, acknowledge and if the Mortgage does not change deliver any term of the Leasesuch instrument requested by Landlord, Lessor or any such mortgagee, Landlord may, in addition to any other remedies for breach of covenant hereunderavailable to it, execute, acknowledge, acknowledge and deliver the such instrument as the agent or attorney-in-fact of LesseeTenant and in Tenant’s name; and Tenant does hereby make, constitute and Lessee hereby irrevocably constitutes Lessor appoint Landlord as its attorney-in-fact for such purposefact, Lessee acknowledging that the appointment is coupled with an interest with full power of substitution, and in its name, place and stead so to do. Any mortgage to which this Lease shall be subordinated may contain such terms, provisions and conditions as the holder, in its sole discretion, deems necessary or appropriate; provided that such mortgage does not increase Tenant’s liabilities under this Lease, reduce Tenant’s rights under this Lease or change the size or location of the Premises. Notwithstanding the foregoing, however, (a) Landlord shall deliver to Tenant at the time of the execution and delivery of this Lease a subordination, non-disturbance and attornment agreement (“SNDA”) reasonably satisfactory to Tenant with respect to any existing mortgage encumbering the Building as of the Date of Lease, pursuant to which the holder of such mortgage shall agree to recognize and not disturb Tenant’s rights under this Lease so long as Tenant is irrevocablenot in default under this Lease, and (b) Tenant shall not be obligated to subordinate this Lease to any future mortgage encumbering the Building or the Unit unless the mortgagee provides Tenant with an SNDA reasonably satisfactory to Tenant pursuant to which the holder of such mortgage agrees to recognize and not disturb Tenant’s rights under this Lease so long as Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods, if any. The current mortgagee’s form of SNDA as of the Date of Lease is attached hereto as Exhibit L. Any mortgage recorded after the recording of the memorandum of lease referred to in Section 27.2 shall be subject to this Lease unless the mortgagee elects under clause (i) of this Section to subordinate the rights and interest of Tenant to such mortgage, and records a document evidencing such election. An election by a mortgagee under clause (i) of the first sentence of this Section to subordinate the rights and interest of Tenant to a mortgage shall not be valid unless consented to in writing by all the holders of record of all mortgages then outstanding secured by the Premises.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien all underlying Leases and security title of any to mortgages and trust deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore that may now or hereafter granted by Lessor affect such Leases or the real property of which otherwise encumber or affect the Leased Property Premises form a part, and to any and all advances to be made thereunder and also to all renewals, modifications, consolidations, replacementsand replacements of such underlying Leases, substitutionsmortgages, and extensions thereof (all trust deeds. Although no instruments or act on the part of which are herein called the “Mortgage”); providedLessee shall be necessary to effectuate such subordination, howeverLessee will, that with respect to any Mortgage hereafter grantednevertheless, execute and deliver such further instruments confirming such subordination of this Lease as may be desired by the holders of such mortgages and trust deeds or by any of Lessors under such underlying Leases, at the sole expense of Lessor. Lessee hereby appoints Lessor attorney in fact, irrevocably, to execute and deliver any such instrument for Lessee. If any underlying Lease to which this Lease is conditioned upon delivery subject terminates, Lessee shall, on timely request, attorn to Lessee the owner of the reversion. In consideration for such attornment and subordination, Lessor agrees to utilize its best efforts to cause any mortgagee to agree in writing that in the event of foreclosure by mortgagee or a non-disturbance agreement which provides that deed given to mortgagee in lieu of foreclosure, Lessee’s possession of the Premises shall not be disturbed as long as Lessee shall not be disturbed in its possession default under the terms of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest the estate of Lessee hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debtground lease, deeds deed of trust, mortgagesmortgage lien or charge or any reciprocal easement agreement or other operating agreement which now encumbers or which at any CONFIDENTIAL TREATMENT REQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868) time hereafter may encumber the Premises (such ground lease, deed of trust, mortgage lien or charge, or any reciprocal easement agreement or other Encumbrances heretofore operating agreement and any replacement, renewal, modification, consolidation or hereafter granted by extension thereof being hereinafter referred to as an “Encumbrance”). Any Encumbrance shall be prior and paramount to this Lease and to the right of Lessee hereunder and all Persons claiming through and under Lessee, or otherwise, in the Premises. Lessee’s acknowledgment and agreement of subordination provided for in this Section 15.1 shall be self-operative and no further instrument of subordination shall be required. However, Lessee, on Lessee’s behalf, and on behalf of all Persons claiming through and under Lessee, covenants and agrees that, from time to time at the request of Lessor or which otherwise encumber the holder of any Encumbrance, Lessee will execute and deliver any necessary or affect proper instruments or certificates reasonably necessary to acknowledge or confirm the Leased Property priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Lessee’s consent to any and all advances Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect to be made thereunder and to all renewalsthe extent possible that this Lease shall have priority over such Encumbrance and, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure notification of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that election by the holder of such Mortgage Encumbrance, this Lease shall be deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation date of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableEncumbrance.

SUBORDINATION OF LEASE. This Lease is and Lessee’s interest hereunder shall at all times be subject and ---------------------- subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all mortgages, deeds of trust or land leases now existing upon or that may be hereafter placed upon the leased premises, and to all advances made or to be made thereunder thereon, and to all renewals, modifications, consolidations, replacements, substitutionsreplacements or extensions thereof, and extensions thereof (the lien of any such mortgages, deeds of trust and land leases shall be superior to all rights hereby or hereunder vested in Lessee, to the full extent of which are herein called the “Mortgage”)all sums secured thereby; provided, however, that with respect to any Mortgage each such mortgage, deed of trust or land lease now or hereafter grantedencumbering the leased premises shall provide by its terms, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage mortgage or deed of trust, or the purchaser at a foreclosure sale (or grantee lessor under such deed-in-lieu-of-foreclosure) land lease, shall perform all obligations by a separate agreement agree that, in the event of Lessor foreclosure of such mortgage or deed of trust, or the termination of such land lease by reason of default, Lessee shall remain undisturbed under this Lease so long as Lessee complies with all of the terms, obligations and conditions hereunder. This provision shall be self-operative, and no further instrument of subordination shall be necessary to effectuate such subordination; and the recording of any such mortgage, deed of trust or land lease shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording. In confirmation of such subordination, howeverLessee shall upon request of Lessor or the holder of any such mortgage, deed of trust, or land lease, execute and deliver to Lessor within ten (10) days any instrument acknowledging such subordination that Lessor or such holder may reasonably request. Lessee shallagrees to attorn to any person or entity who may acquire title to the leased premises by way of transfer or foreclosure provided that such transferee or purchaser agrees to recognize Lessee's rights under the Lease so long as Lessee is not in default is any of its obligations hereunder. Lessee shall also, at within twenty (20) days after Lessor’s 's request, promptly execute, acknowledge and deliver any instrument which may be required execute an attornment agreement evidencing the obligations of Lessee herein to evidence subordination attorn to such mortgagee in the event of a future succession of the rights of Lessor herein to any Mortgage and to mortgagee, deed of trust holder or land lessor of the holder thereofleased premises. In the event of Lessee’s failure to deliver such subordination any act or omission of Lessor constituting a default by Lessor, Lessee shall not exercise any remedy until Lessee has given Lessor and if the Mortgage does not change any term mortgagee, deed of trust holder or land lessor of the Leaseleased premises a prior thirty (30) day written notice of such act or omission and until a reasonable period of time to allow Lessor or the mortgagee, deed of trust holder or land lessor to remedy such act or omission shall have elapsed following the giving of such notice; provided, however, if such act or omission cannot, with due diligence and in good faith, be remedied within such thirty (30) day period, the Lessor mayand any mortgagee, deed of trust holder or land lessor shall be allowed such further period of time as may be reasonably necessary provided that it commences remedying the same with due diligence and in addition good faith within said thirty (30) day period. Nothing herein contained shall be construed or interpreted as requiring any mortgagee, deed of trust holder or land lessor to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent remedy such act or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableomission.

SUBORDINATION OF LEASE. This The Lease and Lessee’s interest hereunder the rights granted to Tenant by ---------------------- the Lease are and shall at all times be subject and subordinate to at all times to: (a) all ground or underlying leases affecting all or any part of the lien and security title Project as of any deeds to secure debtthe date of this Lease, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all amendments, renewals, modifications, consolidations, replacements, substitutionssupplements and extensions of such leases, and extensions thereof (b) all deeds of which are herein called trust or mortgages affecting or encumbering all or any part of the “Mortgage”)Project and/or any ground or underlying leasehold estate as of the date of this Lease; provided, provided however, that with respect if Landlord elects at any time to have Tenant's interest in the Lease be or become superior, senior or prior to any Mortgage hereafter grantedsuch instrument, then upon receipt by Tenant of written notice of such election, Tenant shall within ten (10) business days after Landlord's request, execute all necessary subordination is conditioned instruments or other documents confirming the subordination of such mortgage, deed of trust, ground or underlying lease to the Lease. Tenant agrees, upon delivery request, to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed subordinate Tenant's leasehold interest and estate in its possession this Lease to the interest of the Leased Property hereunder following mortgagee, beneficiary or ground lessor under any mortgage, deed of trust or ground lease which may become a foreclosure of such Mortgage (lien against the Premises, the Building or delivery of a deed-in-lieu-of-foreclosure) and the Project, provided that the holder of such Mortgage trustee, beneficiary or ground lessor executes and delivers to Tenant a recordable Subordination, Non-Disturbance and Attornment Agreement in the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, form substantially as attached hereto in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableExhibit "I".

SUBORDINATION OF LEASE. This Lease and Lessee’s interest all rights of Tenant hereunder are and shall at all times be subject and subordinate in all respects to (a) all ground leases, overriding leases, and underlying leases of the lien and security title of any deeds to secure debtBuilding, deeds of trustProperty, mortgagesand/or the Complex now or hereafter existing; (b) all mortgages which may now or hereafter affect the Building, Property, or Complex and any of such leases, whether or not such mortgages shall also cover other Encumbrances heretofore lands and/or buildings; (c) each and every advance made or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder under such mortgages; and (d) to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) leases and that the holder such mortgages and spreaders and consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages. This § 18.1 shall be self-in-lieu-of-foreclosure) operative, and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge execute and deliver any instrument which that Landlord, the lessor of any such lease or the holder (“Holder”) of any such mortgage or any of their respective successors in interest Oyster Point Marina Plaza Office LeaseKashiwa Fudosan America, Inc. :: ESSA Pharmaceuticals Corp. [Suite 520 (400 OPB); 3,021 rsf] may be required reasonably request to evidence subordination such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Article 18 are hereinafter sometimes referred to as “Superior Leases”; the mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “Superior Mortgages”; and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “Lessor.” Notwithstanding the foregoing, Tenant agrees, upon written request from Landlord or any Holder or Lessor, to reorder the relative priority of the Lease with respect to any particular Superior Mortgage and or Superior Lease so as to subordinate the lien of any such Superior Mortgage or Superior Lease to the holder thereofLease. In the event of Lessee’s failure Tenant agrees to deliver execute any instrument which Landlord or any Holder or Lessor may present in order to effect such subordination and if the Mortgage does not change any term prioritization of the Lease, Lessor may, in addition to provided that such instrument does not modify any other remedies for breach material term of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent Lease or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableincrease Tenant’s obligations thereunder.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be Tenant's rights under this Lease are subject and subordinate to the lien and security title of any deeds to secure debtMortgage, deeds of trustground lease, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutionsor extensions thereof, now or hereafter affecting the Property. The provisions of this Section shall be self-operative, and extensions thereof (all no further instrument of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Leaserequired. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge Tenant shall within five business days execute and deliver any instrument which instruments that Landlord, the holder of any Mortgage, or the Landlord of any ground lease may be required request to evidence subordination such subordination. If Tenant fails to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, execute and deliver the instrument any such instruments, Tenant irrevocably constitutes and appoints Landlord as the agent or Tenant's special attorney-in-fact to execute and deliver such instruments. Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Landlord's current lender ("Lender") with regard to any current mortgage or deed of Lesseetrust recorded against the Property as of the date of this Lease, which SNDA shall be based on Lender's form of SNDA. The SNDA shall provide, among things, that in the event of any foreclosure, sale under a power of sale, ground or master lease termination, or transfer in lieu of any of the foregoing, or the exercise of any other remedy under any such encumbrance, but subject to such holder's form exceptions, or other reasonable exceptions: (i) Tenant's use, possession, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for enjoyment of the Property will not be disturbed and this Lease will continue in full force and effect so long as Tenant is not in default; and (ii) this Lease will automatically become a lease directly between any successor to Landlord's interest, as landlord, and Tenant, as if that successor were the landlord originally named in the lease. The subordination of this Lease to the lien of any future mortgage or deed of trust (i.e., any mortgage or deed of trust that is recorded after the Commencement Date of this Lease) shall be contingent upon Tenant's receipt of an SNDA from the holder of any such purpose, Lessee acknowledging that mortgage or deed of trust recorded against the appointment is coupled with an interest and is irrevocableProperty in substantially the same form as provided above.

SUBORDINATION OF LEASE. This The Lessee agrees, from time to time as requested in writing by the Lessor, to subordinate this Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to any mortgage of property including the lien and security title of any deeds Leased Premises given to secure debta bank, deeds of trust, mortgages, insurance company or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property lending institution, and to any renewal, modification, replacement or extension of any such mortgage, provided that in the instrument of subordination the mortgagee agrees for itself and all advances its successors and assigns that so long as the Lessee, and its successors and assigns, shall perform and observe, within any applicable period of grace, the terms, agreements, covenants and conditions in this Lease contained on the part of the Lessee to be made thereunder performed and to all renewalsobserved, modifications, consolidations, replacements, substitutions, neither the mortgagee nor its successors or assigns will disturb the peaceful and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its quiet possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) Lessee and that its successors and assigns, but will permit the holder of such Mortgage or Lessee to exercise and enjoy all the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor Lessee's rights, privileges and benefits under this Lease. In confirmation of such subordination, however, Lessee shallLease and, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term election of the LeaseLessee or its successors or assigns, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeattorn, and deliver the instrument as Lessee, for itself and its successors and assigns, hereby irrevocably appoints the agent Lessor, and its successors and assigns, its and their attorney or attorneyattorneys-in-fact to execute and deliver any such instrument of Lesseesubordination for and on behalf of the Lessee or its successors or assigns. The Lessee also agrees for itself and its successors and assigns that if this Lease is so subordinated, and no entry under any such mortgage or sale for the purpose of foreclosing the same shall be regarded as an eviction of the Lessee hereby irrevocably constitutes Lessor or its attorney-in-fact for such purposesuccessors or assigns constructive or otherwise, or give the Lessee acknowledging that or its successors or assigns any right to terminate this Lease or treat it as terminated, whether it or they attorn or become tenant to the appointment is coupled with an interest and is irrevocablemortgagee or new owner, or not.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title any mortgage or deed of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore trust now existing or hereafter granted placed upon the Premises or the Project or any portion thereof containing the Premises, created by Lessor or which otherwise encumber or affect at the Leased Property instance of Landlord, and to any and all advances to be made thereunder and to interest thereon and all renewals, modifications, consolidations, replacements, substitutions, renewals and replacements or extensions thereof (all of which are herein called the “"Landlord's Mortgage”); provided, ") provided however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such any Landlord's Mortgage or any person or persons purchasing or otherwise acquiring the purchaser Premises, the Project or any portion thereof containing the Premises at a foreclosure any sale (or grantee other proceeding under any Landlord's Mortgage may elect to continue this Lease in full force and effect; and in such deed-in-lieu-of-foreclosure) event, Tenant shall perform all obligations of Lessor under this Leaseattorn to such person or persons. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly Tenant shall properly execute, acknowledge and deliver documents which the holder of any instrument Landlord's Mortgage may require to effectuate the provisions of this Section 22 within five (5) days after Landlord's request. Notwithstanding the above, Landlord shall use commercially reasonable efforts to cause any holder of Landlord's mortgage to enter into a Nondisturbance Agreement with Tenant which may be required shall provide in essence that upon any foreclosure of any mortgage or deed of trust by such holder of Landlord's mortgage, that such holder will not disturb Tenant's rights pursuant to evidence subordination to any Mortgage and this Lease, so long as Tenant is not in default pursuant to the holder thereof. In the event provisions of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. 8.1 This Lease and Lessee’s interest all rights of Lessee hereunder are and shall at all times be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore Land and/or the Building now or hereafter granted by Lessor existing, to any mortgages which may now or which otherwise encumber or hereafter affect the Leased Property Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and to all renewals, modifications, consolidationsreplacements and extensions of such leases and such mortgages and any consolidations thereof provided that any renewals, modifications, replacements, substitutions, and extensions thereof (all and/or consolidation of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee leases and/or mortgages shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (materially increase Lessee's obligations or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor materially decrease Lessee's rights under this Lease. This Article shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, shall promptly execute, acknowledge execute and deliver any instrument which that Lessor, the Lessor of any such underlying lease or the holder of any such mortgage or any of their respective successors in interest may be required reasonably request to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage subordination, provided such instrument does not change any term of increase Lessee's obligations or decrease Lessee's rights under this Lease. The leases to which this Lease is, at the Leasetime referred to, Lessor maysubject and subordinate pursuant to this Article are hereinafter sometimes called superior leases and the mortgages to which this Lease is, in addition to any other remedies for breach of covenant hereunderat the time referred to, execute, acknowledgesubject and subordinate is hereinafter sometimes called superior mortgages, and deliver the instrument as Lessor of a superior lease or its successor in interest at the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment time referred to is coupled with an interest and is irrevocablesometimes hereinafter called a "Superior Lessor".

SUBORDINATION OF LEASE. This Lease Agreement and Lessee’s interest any and all rights of Tenant hereunder are and shall at all times be subject and subordinate to the lien any ground or master lease, and security title of any deeds to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and that the holder all consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages and deeds of trust. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument which that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may be required reasonably request to evidence subordination to any Mortgage and such subordination. Any such subordination, however, shall be subject to the holder thereof. In the event of Lessee’s failure to deliver such subordination provisions of, and if the Mortgage does not change any term conditioned upon receipt by Tenant of the nondisturbance agreement described in, the penultimate sentence of this Section 20.2. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, Lessor mayat the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage or any successor in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment interest thereto is coupled with an interest and is irrevocable.herein called “Superior

SUBORDINATION OF LEASE. This Lease Lessor shall have the right at any time, and Lessee’s interest hereunder from time to time, to place upon the Building and the land of which the premises are a part, a mortgage or mortgages which, together with all renewals, extensions, modifications, and replacements thereof, shall be wholly prior to the rights of Lessee and this Lease. It is the intention of the parties that such priority shall be established automatically and that no separate instrument shall be required to effectuate such subordination of this Lease. Lessee will, however, at any time and from time to time, upon request of Lessor, promptly execute and deliver to Lessor, without expense to Lessor, any and all times be instruments deemed by Lessor necessary or advisable to subject and subordinate this Lease and all rights given Lessee hereunder to such mortgage or mortgages. In the event any proceedings are brought for the foreclosure of any such mortgage, Lessee covenants that it will, to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession extent of the Leased Property hereunder following a foreclosure of Lessor's interest affected by such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or , attorn to the purchaser at a upon any such foreclosure sale (or grantee under and recognize such deed-in-lieu-of-foreclosure) shall perform all obligations of purchaser as Lessor under this Lease. In confirmation of such subordinationLessee agrees to execute and delivery to Lessor, however, Lessee shallwithout expense to Lessor, at Lessor’s requestany time and from time to time, promptly executeupon the request of Lessor or of any such holder, acknowledge and deliver any instrument which which, in the sole judgment of Lessor, may be required necessary or appropriate in any such foreclosure proceeding or otherwise to evidence subordination to any Mortgage such attornment. Lessee hereby appoints Lessor and to the holder thereof. In of any such mortgage or either of them, the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact fact, irrevocably, of LesseeLessee to execute and deliver for and on behalf of Lessee any such instrument. Lessee further waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease and the obligation of Lessee hereunder in the event any such foreclosure proceeding is brought, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for agrees that this Lease shall not be affected in any way whatsoever by any such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableforeclosure proceeding.

SUBORDINATION OF LEASE. This Lease Lease, and Lessee’s interest hereunder shall at all times be rights of Tenant hereunder, are subject and subordinate to all ground leases of the lien Property now or hereafter existing and security title to all mortgages or trust deeds (all of which are hereafter referred to collectively as "Mortgages"), which may now or hereafter affect or encumber all or any deeds portion of the Property and the Building. This subordination shall apply to secure debt, deeds of trust, mortgageseach and every advance made, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and made, under such Mortgages; to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) Mortgages; and that the holder to "spreaders" and consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this LeaseMortgages. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall from time to time promptly execute, acknowledge and deliver any instrument which that Landlord may be required from time to time reasonably require in order to evidence subordination to any Mortgage and or confirm such subordination. Subject to the holder thereofprovisions of Section 6.3. In the event of Lessee’s failure If Tenant fails to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgeacknowledge or deliver any such instrument within twenty (20) days after request therefor, Tenant hereby irrevocably constitutes and deliver the instrument appoints Landlord as the agent or Tenant's attorney-in-fact of Lesseefact, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the which appointment is coupled with an interest interest, to execute and deliver any such instruments for and on behalf of Tenant. Tenant acknowledges that this Lease has been (and, in the future, may be) assigned by Landlord to a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such Superior Mortgagee. Any ground lease to which this Lease is irrevocablesubject and subordinate is hereinafter referred to as a "Superior Lease," the lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and the lessee thereunder, a "Superior Lessee"; and any Mortgage 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." Notwithstanding the foregoing, at Landlord's election, this Lease may be made senior to the lien of any Superior Mortgage, if and only if the Superior Mortgage thereunder so requests.

SUBORDINATION OF LEASE. This Lease Lease, and Lessee’s interest hereunder shall at all times be rights of Tenant hereunder, are subject and subordinate to all ground leases of the lien Premises now or hereafter existing and security title to all mortgages or trust deeds or deeds of trust (all of which are hereafter referred to collectively as "Mortgages"), that may now or hereafter affect or encumber all or any portion of Landlord's interest in the Premises; provided, however, that no such subordination shall apply to Tenant unless and until a reasonable nondisturbance agreement, has been executed by the holder(s) of any deeds such Mortgages in recordable form and delivered to secure debtTenant in form acceptable for recordation, deeds together with any reasonable documentation required to place third parties on notice thereof (including, without limitation, a memorandum of trustlease, mortgagesif necessary). Landlord represents and warrants that, at the time of the commencement of the Term, no Mortgages which are superior to this Lease will encumber the Premises unless such a nondisturbance agreement has been so executed and delivered to Tenant in form acceptable for recordation, together with any reasonable documentation required to place third parties on notice thereof (including, without limitation, a memorandum of lease, if necessary). This subordination shall apply to each and every advance made, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and made, under such Mortgages; to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called such Mortgages; and to "spreaders" and consolidations of such Mortgages. Without limitation on Landlord's obligation to provide a nondisturbance agreement in form reasonably acceptable to Tenant as a pre-condition of the “Mortgage”)effectiveness of any subordination of this Lease, this Section 6.1 shall be self-operative and no further instrument of subordination shall be required; provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, howeverTenant shall from time to time, Lessee shalland in any event within twenty (20) days after Landlord's request therefor, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which that Landlord may be required from time to time reasonably require in order to evidence subordination or confirm such subordination; provided, that such instrument shall include a provision, reasonably satisfactory to any Mortgage and to the holder thereof. In Tenant, that Xxxxxx's possession under this Lease shall not be disturbed in the event of a foreclosure of the Mortgage as long as Tenant is not in default under the Lease beyond applicable notice and cure periods. Tenant acknowledges that this Lease may be assigned by Landlord to a superior mortgagee as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such Superior Mortgagee. Any ground lease to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Lease," the lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and the lessee thereunder, a "Superior Lessee’s failure "; and any Mortgage to deliver such subordination 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." Notwithstanding the foregoing, this Lease may be made senior to the lien of any Superior Mortgage, if and only if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableSuperior Mortgagee thereunder so requests.

SUBORDINATION OF LEASE. This Lease and Lessee’s 's interest hereunder ----------------------- shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “"Mortgage”"); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s 's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s 's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease Lessor shall have the right at any time, and Lessee’s interest hereunder from time to time, to place upon the Building and the land of which the premises are a part, a mortgage or mortgages which, together with all renewals, extensions, modifications, and replacements thereof, shall be wholly prior to the rights of Lessee and this Lease. It is the intention of the parties that such priority shall be established automatically and that no separate instrument shall be required to effectuate such subordination of this Lease. Lessee will, however, at any time and from time to time, upon request of Lessor, promptly execute and deliver to Lessor, without expense to Lessor, any and all times be instruments deemed by Lessor necessary or advisable to subject and subordinate this Lease and all rights given Lessee hereunder to such mortgage or mortgages. In the event any proceedings are brought for the foreclosure of any such mortgage, Lessee covenants that it will, to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession extent of the Leased Property hereunder following a foreclosure of Lessor's interest affected by such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or , attom to the purchaser at a upon any such foreclosure sale (or grantee under and recognize such deed-in-lieu-of-foreclosure) shall perform all obligations of purchaser as Lessor under this Lease. In confirmation of such subordinationLessee agrees to execute and delivery to Lessor, however, Lessee shallwithout expense to Lessor, at Lessor’s requestany time and from time to time, promptly executeupon the request of Lessor or of any such holder, acknowledge and deliver any instrument which which, in the sole judgment of Lessor, may be required necessary or appropriate in any such foreclosure proceeding or otherwise to evidence subordination to any Mortgage such attomrnent. Lessee hereby appoints Lessor and to the holder thereof. In of any such mortgage or either of them, the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact fact, irrevocably, of LesseeLessee to execute and deliver for and on behalf of Lessee any such instrument. Lessee further waives the provisions of any statute or rule oflaw, now or hereafter in effect, which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease and the obligation of Lessee hereunder in the event any such foreclosure proceeding is brought, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for agrees that this Lease shall not be affected in any way whatsoever by any such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableforeclosure proceeding.

SUBORDINATION OF LEASE. This Lease and Lessee’s 's interest hereunder ---------------------- shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “"Mortgage”"); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-of- foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s 's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s 's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-in- fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-attorney- in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title any mortgage or deed of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore trust now existing or hereafter granted placed upon the Premises or the Project or any portion thereof containing the Premises, created by Lessor or which otherwise encumber or affect at the Leased Property instance of Landlord, and to any and all advances to be made thereunder and to interest thereon and all renewals, modifications, consolidations, replacements, substitutions, renewals and replacements or extensions thereof (all of which are herein called the “"Landlord's Mortgage”); provided, ") provided however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such any Landlord's Mortgage or any person or persons purchasing or otherwise acquiring the purchaser Premises, the Project or any portion thereof containing the Premises at a foreclosure any sale (or grantee other proceeding under any Landlord's Mortgage may elect to continue this Lease in full force and effect; and in such deed-in-lieu-of-foreclosure) event, Tenant shall perform all obligations of Lessor under this Leaseattorn to such person or persons. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly Tenant shall properly execute, acknowledge and deliver documents which the holder of any instrument Landlord's Mortgage may require to effectuate the provisions of this Section 22 within five (5) days after Landlord's request. Not withstanding the above, Landlord shall use commercially reasonable efforts to cause any holder of Landlord's Mortgage to enter into a Nondisturbance Agreement with Tenant which may be required shall provide in essence that upon any foreclosure of any mortgage or deed of trust by such holder of Landlord's Mortgage, that such holder will not disturb Tenant's rights pursuant to evidence subordination to any Mortgage and this Lease, so long as Tenant is not in default pursuant to the holder thereof. In the event provisions of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest the estate of Tenant hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debtground lease, deeds deed of trust, mortgagesmortgage lien or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber the Premises (such ground lease, deed of trust, mortgage lien or charge, or any reciprocal easement agreement or other Encumbrances heretofore operating agreement and any replacement, renewal, modification, consolidation or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property extension thereof being hereinafter referred to as an “Encumbrance”). Any Encumbrance shall be prior and paramount to this Lease and to any the right of Tenant hereunder and all advances to persons claiming through and under Tenant, or otherwise, in the Premises. Tenant’s acknowledgment and agreement of subordination provided for in this Section 19.1 shall be made thereunder self-operative and to all renewalsno further instrument of subordination shall be required. However, modificationsXxxxxx, consolidations, replacements, substitutionson Xxxxxx’s behalf, and extensions thereof (on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time to time at the request of which are herein called Landlord or the “Mortgage”); providedholder of any Encumbrance, however, that with respect Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant’s consent to any Mortgage hereafter grantedEncumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over such subordination is conditioned Encumbrance and, upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure notification of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that election by the holder of such Mortgage Encumbrance, this Lease shall be deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation date of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableEncumbrance.

SUBORDINATION OF LEASE. This Lease Agreement and Lessee’s interest any and all rights of Tenant hereunder are, and shall at all times be be, subject and subordinate (as applicable) to the lien any ground or master lease, and security title of any deeds all renewals, extensions, modifications and replacements thereof, and to secure debt, all mortgages and deeds of trust, mortgages, or other Encumbrances heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property or any portion thereof or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and to any and all advances every advance made or hereafter to be made thereunder under such mortgages and deeds of trust, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery leases and such mortgages and deeds of a deed-in-lieu-of-foreclosure) trust and all consolidations of such mortgages and deeds of trust, provided that the holder thereof shall agree that it shall recognize and not disturb this Agreement and all of such Mortgage or Tenant’s rights hereunder subject to, and upon, the purchaser at a foreclosure sale (or grantee under such deedterms and conditions hereof, including, without limitation, the provisions of this Article 22. This section shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination; provided that any such instrument shall provide for the recognition and nondisturbance of this Agreement and all of Tenant’s rights hereunder upon and subject to the terms and conditions contained herein, including, without limitation, this Section 22.2 and shall obligate the Facility Mortgagee to permit Landlord to apply insurance proceeds and Awards as required by this Agreement. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “Superior Landlord” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein called “Superior Mortgagee”. If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “Successor Landlord”), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord’s request, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations with respect to any insurance or Condemnation proceeds), or (g) required to evidence subordination remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to Tenant. Notwithstanding anything in this Agreement to the contrary, any Successor Landlord shall be liable to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term mortgage, lien or lease in respect of the LeaseLeased Property, Lessor may, in addition to or any other remedies for breach of covenant hereunder, execute, acknowledgeportion thereof, and deliver the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablein form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. This SECTION 24.1 The Lease and Lessee’s interest hereunder shall at all times be subject and subordinate at all times to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property Underlying Mortgage and to any and all advances to be made thereunder Underlying Lease, and to all renewals, modificationsmodification, amendments, consolidations, replacements, substitutions, replacements and extensions thereof thereof, provided that Tenant receives from the holder of such Underlying Mortgage or Underlying Lease, an agreement that (all a) the Tenant's possession, use and enjoyment of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee Demised Premises under this Lease shall not be disturbed and (b) all of Tenant's rights and privileges under this Lease (including, but not limited to its Purchase Option rights) shall be upheld and honored so long as there is no Event of Default hereunder. The foregoing is self-operative and no further confirmation thereof is required. Until Tenant receives such an agreement, this Lease shall not be so subject and subordinate. If, by dispossess, foreclosure or otherwise, such Mortgagee or Superior Lessor, or any successor in its interest, shall come into possession of the Leased Property hereunder following a foreclosure Demised Premises, or shall become the owner of such Mortgage (the Demised Premises, or delivery take over the rights of a deed-in-lieu-of-foreclosure) and that Landlord in the holder Demised Premises, it will not disturb the possession, use or enjoyment of such Mortgage the Demised Premises by Tenant, its successors or assigns, nor disaffirm this Lease or Tenant's rights or estate hereunder, so long as all of the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under Tenant are fully performed in accordance with the terms of this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge Tenant shall execute and deliver any instrument which may be required to evidence subordination to by Landlord or any Mortgage and to the holder thereof. In the event Mortgagee or Superior Lessor in confirmation of Lessee’s failure to deliver such subordination and if promptly upon the Mortgage does not change request of Landlord, any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.Mortgagee or

SUBORDINATION OF LEASE. This Lease and Lesseeshall, at Lessor’s interest hereunder shall option, or at all times the option of any holder of any underlying lease or holder of any mortgages or trust deed, be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property such underlying leases and to any such mortgages or trust deed which may now or hereafter affect the real property of which the Premises form a part, and all advances to be made thereunder and also to all renewals, modifications, consolidations, replacements, substitutions, consolidations and extensions thereof (all replacements of which are herein called the “Mortgage”); said underlying leases and said mortgages or trust deed provided, however, that with respect Lessor shall use commercially reasonable efforts to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of obtain a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that from the holder of any such Mortgage underlying lease, mortgage or trust deed in the purchaser at a foreclosure sale (mortgagee’s then standard commercially reasonable form. Reasonable expenses charged by the mortgagee to Lessor in connection with the obtaining of the aforesaid agreement shall be paid or grantee under such deed-in-lieu-of-foreclosure) reimbursed by Lessee. Although no instrument or act on the part of Lessee shall perform all obligations of Lessor under this Lease. In confirmation of be necessary to effectuate such subordination, howeverLessee will, nevertheless, execute and deliver such further instruments confirming such subordination of this Lease as may be desired by the holders of said mortgages or trust deed or by any of the lessor’s under such underlying leases. If any underlying lease to which this Lease is subject terminates, Lessee shall, at Lessor’s on timely request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attorn to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term owner of the Lease, reversion. Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver represents that there currently is no mortgage or trust deed encumbering the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableBuilding.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder the Term and estate hereby granted are and shall at all times be subject and subordinate to the lien of all mortgages and security title of any deeds to secure debt, deeds of trust, mortgages, trust which may now or other Encumbrances heretofore at any time hereafter affect all or hereafter granted by Lessor or which otherwise encumber or affect any portion of the Leased Premises or the Property and to any and all advances to be made thereunder or the Landlord's interest therein, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all thereof. The foregoing provisions for the subordination of which are herein called the “Mortgage”)this Lease shall be self-operative and no further instrument shall be required to effect any such subordination; providedbut Tenant shall, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shallrequest by Landlord, at Lessor’s request, promptly execute, acknowledge any time or times execute and deliver any instrument which and all reasonable instruments that may be required necessary or proper to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver effect such subordination and if or to confirm or evidence the Mortgage does not change any term of the Leasesame. If Tenant shall fail or otherwise refuse to execute a subordination in accordance with this Section, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgethen, and deliver the instrument upon such event, Tenant shall be deemed to have appointed Landlord and Landlord shall thereupon be regarded as the agent or attorney-in-fact of LesseeTenant, duly authorized to execute and Lessee deliver the required subordination for and on behalf of Tenant, but the exercise of such power by Landlord shall not be deemed a waiver of Tenant's default. Landlord shall use its best efforts to obtain from any mortgagee or secured party an agreement providing that so long as Tenant is not in default under the terms of this Lease, the leasehold estate of Tenant created hereby irrevocably constitutes Lessor its attorney-in-fact for and Tenant's peaceful and quiet possession of the Leased Premises shall be undisturbed by any foreclosure so long as Tenant continues to comply with the terms of this Lease. Such agreement may also provide that Tenant shall attorn to such purposemortgagee if such holder succeeds to the interest of Landlord in the Property, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableLeased Premises or any part or parts thereof by foreclosure proceedings or as a result of any conveyance in lieu of foreclosure proceedings.

SUBORDINATION OF LEASE. This Lease and Lessee’s 's interest hereunder ----------------------- shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “"Mortgage”"); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-of- foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s 's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s 's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as 55 the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder the term and estate hereby granted are and shall at all times be subject and subordinate to the lien and security title of all mortgages which may now or at any deeds to secure debttime hereafter affect all or any portion of the land or building of the Landlord's interest therein, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all thereof. The foregoing provisions for the subordination of which are herein called the “Mortgage”)this Lease shall be self-operative and no further instrument shall be required to effect any such subordination; providedbut Tenant shall, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shallrequest by Landlord, at Lessor’s request, promptly execute, acknowledge any time or times execute and deliver any instrument which and all instruments that may be required necessary or proper to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver effect such subordination and if or to confirm or evidence the Mortgage does not change any term of the Leasesame. If Tenant shall fail or otherwise refuse to execute a subordination in accordance with this Section, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledgethen, and deliver the instrument upon such event, Tenant shall be deemed to have appointed Landlord and Landlord shall thereupon be regarded as the agent or attorney-in-fact of LesseeTenant, duly authorized to execute and Lessee deliver the required subordination for and on behalf of Tenant, but the exercise of such power by Landlord shall not be deemed a waiver of Tenant's default. Landlord shall use its best efforts to obtain from any future mortgagee an agreement providing that so long as Tenant is not in default under the terms of this Lease, the leasehold estate of Tenant created hereby irrevocably constitutes Lessor its attorneyand Tenant's peaceful and quiet possession of the Leased Premises shall be undisturbed by any foreclosure so long as Tenant continues to comply with the terms of this Lease. Such agreement may also provide that Tenant shall attorn to such mortgagee if such holder succeeds to the interest of Landlord in the Project, the Leased Premises or any part or parts thereof by foreclosure proceedings or as a result of any conveyance in lieu of foreclosure proceedings. Concurrently with the execution of this Lease, Landlord, Tenant and Principal Life Insurance Company ("LENDER") shall enter into the Non-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest Disturbance and is irrevocable.Attornment Agreement attached hereto as Schedule D.

SUBORDINATION OF LEASE. This The rights of Tenant under this Lease shall be and Lessee’s interest hereunder shall are hereby made subject and subordinate at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, mortgage or other Encumbrances heretofore mortgages (or trust indentures) now or hereafter granted by Lessor in force against the land, Building, the fee or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder underlying leasehold estate, if any, and to all renewals, modifications, consolidations, replacements, substitutionsreplacements and extensions thereof, and extensions thereof to all advances made or hereafter to be made upon the security thereof, and Tenant shall, within ten (all 10) days after written request therefor, execute such further instruments subordinating of which this Lease to such liens as shall be requested by Landlord. Tenant hereby irrevocably appoints Landlord as attorney in fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instruments. Tenant agrees in the event any proceedings are herein called brought for the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of any such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or mortgage to attorn to the purchaser at a upon any such foreclosure sale (or grantee under and to recognize such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor purchaser as Landlord under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge Tenant agrees to execute and deliver at any time and from time to time upon the request of Landlord any instrument which may be required necessary or appropriate in any such event to evidence subordination to any Mortgage such attornment. Tenant hereby irrevocably appoints Landlord and to the holder thereofof such mortgage, or either of them, the attorney in fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instrument. In Tenant further waives the provisions of any statute or law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease in the event of Lessee’s failure to deliver any such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment foreclosure proceeding is coupled with an interest and is irrevocablebrought.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest all rights of Tenant hereunder are and shall at all times be subject and subordinate in all respects to (a) all ground leases, overriding leases, and underlying leases of the lien and security title of any deeds to secure debtBuilding, deeds of trustProperty, mortgagesand/ or the Complex now or hereafter existing; (b) all mortgages which may now or hereafter affect the Building, Property, or Complex and any of such leases, whether or not such mortgages shall also cover other Encumbrances heretofore lands and/ or buildings; (c) each and every advance made or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder under such mortgages; and (d) to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) leases and that the holder such mortgages and spreaders and consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages. This§ 18.1 shall be self-in-lieu-of-foreclosure) operative, and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, Tenant shall promptly execute, acknowledge execute and deliver any instrument which that Landlord, the lessor of any such lease or the holder (“Holder”) of any such mortgage or any of their respective successors in interest may be required reasonably request to evidence subordination such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Article 18 are hereinafter sometimes referred to as “Superior Leases”; the mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “Superior Mortgages”; and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “Lessor.” Notwithstanding the foregoing, Tenant agrees, upon written request from Landlord or any Holder or Lessor, to reorder the relative priority of the Lease with respect to any particular Superior Mortgage and or Superior Lease so as to subordinate the lien of any such Superior Mortgage or Superior Lease to the holder thereofLease. In the event of Lessee’s failure Tenant agrees to deliver execute any instrument which Landlord or any Holder or Lessor may present in order to effect such subordination and if the Mortgage does not change any term prioritization of the Lease, Lessor may, in addition to provided that such instrument does not modify any other remedies for breach material term of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent Lease or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableincrease Tenant’s obligations thereunder.

SUBORDINATION OF LEASE. This Lease and Lessee’s 's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “"Mortgage”"); provided, however, that with respect to any Mortgage hereafter grantedgranted (but not with respect to any existing Mortgage), such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement in form and substance reasonably satisfactory to Lessee and the holder of any Mortgage which provides that that, so long as Lessee is not then in default hereunder beyond any applicable notice and cure period, Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this LeaseLease first arising from and after the date of such foreclosure sale (or deed in lieu thereof). In confirmation of such subordination, however, Lessee shall, at Lessor’s 's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s 's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

SUBORDINATION OF LEASE. This As long as there is an executed Subordination, Non-Disturbance and Attornment Agreement between the Landlord, Tenant and any Mortgagee, this Lease and Lessee’s interest hereunder shall at all times be is subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore Mortgage which may now or hereafter granted by Lessor encumber the Premises or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all development of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination Premises is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Leasepart. In confirmation of such subordination., however, Lessee Tenant shall, at Lessor’s requestLandlord's request from time to time, promptly executeexecute any certificate or other document requested by the holder of the Mortgage. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any Mortgage, acknowledge Tenant shall immediately and deliver automatically attorn to the purchaser at such foreclosure sale, as Landlord under this Lease, and Tenant waives the provisions of any instrument statute or rule of law, nor or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Neither the holder of the Mortgage (whether it acquires title by foreclosure or by deed in lieu thereof) nor any purchaser at foreclosure sale shall be required to evidence subordination liable for any act or omission of Landlord, subject to any Mortgage offsets or defenses which Tenant might have against Landlord or bound by any prepayment by Tenant of more than one month's installment of Base Rent and additional rent or by any modification of this Lease made subsequent to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term granting of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableMortgage.

SUBORDINATION OF LEASE. This Lease Lease, and Lessee’s interest all rights of Tenant hereunder are and shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, all mortgages, or other Encumbrances heretofore trust deeds in the nature of a mortgage (both collectively referred to hereafter as “mortgages”), which may now or hereafter granted by Lessor affect or which otherwise encumber the Property and/or the Building. This subordination shall likewise apply to each and every advance made, or affect the Leased Property and to any and all advances hereafter to be made thereunder and made, under such mortgages; to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) mortgages; and that the holder to spreaders and consolidations of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deedmortgages. This Section 23 shall be self-in-lieu-of-foreclosure) operative and no further instrument of subordination shall perform all obligations of Lessor under this Leasebe required. In However, in confirmation of such subordination, however, Lessee shall, at Lessor’s request, Xxxxxx shall promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver any instrument that Landlord, or the holder of any such mortgage (or their respective successors-in-interest), may request in order to evidence such subordination. If Tenant fails to execute, acknowledge, or deliver any such instrument within ten ( I 0) business days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as the agent or Tenant’s attorney-in-fact of Lesseefact, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the which appointment is agreed to be coupled with an interest interest, to execute and deliver any such instruments for and on behalf of Tenant. Any mortgage to which this Lease is irrevocablesubject 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.” Notwithstanding the foregoing, at Landlord’s election, this Lease may be made senior to the lien of any mortgage, if the mortgagee thereunder so requests.

SUBORDINATION OF LEASE. This Lease Lessor shall have the right at any time, and Lessee’s interest hereunder from time to time, to place upon the Building and the land of which the premises are a part, a mortgage or mortgages which, together with all renewals, extensions, modifications, and replacements thereof, shall be wholly prior to the rights of Lessee and this Lease. It is the intention of the parties that such priority shall be established automatically and that no separate instrument shall be required to effectuate such subordination of this Lease. Lessee will, however, at any time and from time to time, upon request of Lessor, promptly execute and deliver to Lessor, without expense to Lessor, any and all times be instruments deemed by Lessor necessary or advisable to subject and subordinate this Lease and all rights given Lessee hereunder to such mortgage or mortgages. In the event any proceedings are brought for the foreclosure of any such mortgage, Lessee covenants that it will, to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession extent of the Leased Property hereunder following a foreclosure of Lessor’s interest affected by such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or , attorn to the purchaser at a upon any such foreclosure sale (or grantee under and recognize such deed-in-lieu-of-foreclosure) shall perform all obligations of purchaser as Lessor under this Lease. In confirmation of such subordinationLessee agrees to execute and delivery to Lessor, however, Lessee shallwithout expense to Lessor, at Lessor’s requestany time and from time to time, promptly executeupon the request of Lessor or of any such holder, acknowledge and deliver any instrument which which, in the sole judgment of Lessor, may be required necessary or appropriate in any such foreclosure proceeding or otherwise to evidence subordination to any Mortgage such attornment. Lessee hereby appoints Lessor and to the holder thereof. In of any such mortgage or either of them, the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact fact, irrevocably, of LesseeLessee to execute and deliver for and on behalf of Lessee any such instrument. Lessee further waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease and the obligation of Lessee hereunder in the event any such foreclosure proceeding is brought, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for agrees that this Lease shall not be affected in any way whatsoever by any such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableforeclosure proceeding.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall at all times be is subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore mortgages which may now or hereafter granted by Lessor or which otherwise encumber be placed upon or affect the Leased Property and to any and all advances to be made thereunder property or Building of which the Premises are a part, and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all hereof, provided that the holder(s) of which are herein called such mortgage(s) shall agree in writing not to disturb the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage Premises by Tenant or the purchaser at a foreclosure sale rights of Tenant under this Lease so long as Tenant is not in material default (subject to applicable notice and cure rights in favor of Tenant as contained in this Lease) in the performance of its obligations thereunder and, in the event of foreclosure, Tenant agrees to look solely to the mortgagee’s interest in the Property for the payment and discharge of any obligations imposed upon the mortgagee or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor Landlord under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and the event that a successor landlord takes title to the holder thereofProperty, (i) successor landlord shall be bound to Tenant under all of the terms and conditions of this Lease, (ii) Tenant shall recognize and attorn to successor landlord as Tenant’s direct landlord under this Lease, and (iii) this Lease shall continue in full force and effect, in accordance with its terms, as a direct lease between successor landlord and Tenant. This clause shall be self-operative, and no further instrument or subordination shall be necessary unless requested by a mortgagee or the insuring title company, in which event Tenant shall sign, within five (5) business days after requested, such instruments and/or documents as the mortgagee and/or insuring title company reasonably request be signed (“SNDA”). In the event of Lessee’s failure Tenant fails to deliver such subordination execute a SNDA or an estoppel certificate as provided herein, Tenant hereby constitutes and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument appoints Landlord as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact fact, with full power of substitution, to sign, execute, certify, acknowledge, deliver or record, where required or appropriate, in the name, place and stead of Tenant, all such SNDAs and estoppel certificates for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableon behalf of Tenant as may be required.

SUBORDINATION OF LEASE. This Lease and Lessee’s interest hereunder shall any option contained herein shall, at all times Lessor's option, or at the option of any holder of any underlying lease or holder of any first mortgage or first deed of trust, be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property such underlying leases and to any such first mortgage and/or first trust deed which may now or hereafter affect the real property of which the Premises form a part, and all advances to be made thereunder and also to all renewals, modifications, consolidations, replacements, substitutions, consolidations and extensions thereof (all replacements of which are herein called said underlying leases and said first mortgage or first trust deed. Although no instrument or act on the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee part of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of necessary to effectuate such subordination, howeverLessee will, nevertheless, execute and deliver such further instruments confirming such subordination of this Lease as may be desired by the holders of said first mortgage and first trust deeds or by any of the lessors under such underlying leases. If any underlying lease to which this Lease is subject terminates, Lessee shall, at Lessor’s on timely request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attorn to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term owner of the Leasereversion. Lessor agrees to obtain, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact on behalf of Lessee, a nondisturbance agreement from any future first mortgagee or future holder of a first trust deed, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purposein connection therewith, Lessee acknowledging that agrees to attorn to said future first mortgagee or future holder of a first trust deed. Any charges assessed by the appointment is coupled holders of said mortgage or trust deed in connection with an interest and is irrevocablethe obtaining of the aforesaid nondisturbance agreement shall be paid by Lessor.

SUBORDINATION OF LEASE. This Lease and Lessee’s 's interest hereunder ---------------------- shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “"Mortgage”"); provided, however, that with respect to any Mortgage hereafter grantedgranted (but not with respect to any existing Mortgage), such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement in form and substance reasonably satisfactory to Lessee and the holder of any Mortgage which provides that that, so long as Lessee is not then in default hereunder beyond any applicable notice and cure period, Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this LeaseLease first arising from and after the date of such foreclosure sale (or deed in lieu thereof). In confirmation of such subordination, however, Lessee shall, at Lessor’s 's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s 's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.