Common use of SUBORDINATION OF LEASE Clause in Contracts

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord Subject to Section 21.1 and the last paragraph of this Section 21.2, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect the Leased Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust deed the Buildingshall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to, is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Lease is, at the lessor under any such lease time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to any Mortgage evidence such attornment. Upon such attornment this Lease shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease 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 Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant’s covenant , (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum 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 the 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 Lease to render the Leased Property ready for occupancy by Tenant, 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 aforesaid. Tenant's obligation to subordinate this Lease and Tenant's rights hereunder to any future Superior Mortgage or Ground Superior Lease shall be conditioned upon the Mortgagee’s Landlord obtaining from any Superior Mortgagee or Ground Lessor’s Superior Landlord, an agreement which shall be executed by Tenant and such Superior Mortgagee or Superior Landlord which shall provide in substance that so long as no Event of Default exists as would entitle Landlord or any such Superior Mortgagee or Superior Landlord to recognize Tenant’s rights and obligations under terminate this Lease upon an attornment to or would cause, without any further action of Landlord or such Superior Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a SubordinationSuperior Landlord, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination termination of this Lease or would entitle Landlord or such Superior Mortgagee or Superior Landlord to any Mortgage and to any Ground dispossess Tenant, this Lease and containing such other provisions which may shall not be requested in writing by Landlord within ten (10) days after terminated, nor shall Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions 's use, possession or enjoyment of the SNDA and Leased Property, in accordance with the terms and provisions of this Article 20Lease, as between Tenant and be interfered with, nor shall the current First Mortgageeleasehold estate granted by this Lease be affected in any other manner, its successors and assignsin any foreclosure or any action or proceeding instituted under or in connection with such Superior Mortgage or Superior Lease, or in the terms and event such Superior Mortgagee or Superior Landlord takes possession of the Leased Property pursuant to any provisions of such Superior Mortgage or Superior Lease, unless Landlord or such Superior Mortgagee or Superior Landlord would have had such right of termination pursuant to this Lease. Such agreement shall be in form customarily used by the SNDA shall controlholder of any such Superior Mortgage or Superior Lease.

SUBORDINATION OF LEASE. Landlord This Lease is subject and subordinate to any mortgages which may have heretofore now or may hereafter encumber with be placed upon or affect the property or Buildings of which the Premises are a mortgage or trust deed part, and to all renewals, modifications, consolidations, replacements and extensions hereof, provided that the Building, holder(s) of such mortgage(s) shall agree in writing not to disturb the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part possession of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage Premises by Tenant or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground under this Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So so long as Tenant is not in Default hereundermaterial 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 Landlord under this Lease. In the event that a Successor Landlord, as hereinafter defined, takes title to the Property, (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 agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease . This clause shall be conditioned upon the Mortgagee’s self-operative, and no further instrument or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement subordination shall be upon 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 Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from instruments and/or documents as the current First Mortgagee in the form attached hereto as Exhibit H mortgagee and/or insuring title company reasonably request be signed (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event Tenant fails to execute a SNDA or an estoppel certificate as provided herein, Tenant hereby constitutes and appoints Landlord as its attorney-in-fact, with full power of any conflict between substitution, to sign, execute, certify, acknowledge, deliver or record, where required or appropriate, in the terms name, place and provisions stead of the Tenant, all such SNDAs and estoppel certificates for and on behalf of Tenant as may be required. Upon request from Tenant, Landlord agrees that it shall exercise its commercially reasonable efforts to obtain an SNDA for Tenant from its current or future lender, if any, in form and the terms substance reasonably and provisions of this Article 20, as between customarily acceptable to Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controllender.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage or trust deed affect the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the LandLeased Property, or any part portion thereof, or any improvements thereon and/or any of the Projectsuch leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under 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 mortgage or deed of trust deed 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 “Mortgagee.” Any such lease of the Land Superior Mortgage or other part of the Project any successor in interest thereto is herein called a “Ground Lease” and the lessor Superior Mortgagee”. Tenant shall have no obligations under any 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 lease is herein called a “Ground Lessor.”) This lease and Superior Mortgagee. If any 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 hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times 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 any Mortgage evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree 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 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 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 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 covenant agreement to subordinate this Lease attorn, as aforesaid and Landlord agrees to any future Mortgage or Ground Lease provide Tenant with an instrument of nondisturbance and attornment from such Superior Mortgagee in form and substance reasonably satisfactory to Tenant whereby such Superior Mortgagee shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement agree to recognize Tenant’s possessory and other rights and obligations under this Lease upon an attornment Agreement notwithstanding any foreclosure or lease termination, subject to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlSection 20.2.”

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed Provided that Tenant receives the BuildingSNDA required under this Section 20.2, the Land, the Project, this Agreement and any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the all rights of Tenant hereunder are, and shall be and are hereby expressly made be, subject to and subordinate at (as applicable) to (i) any ground or master lease entered into by Landlord and all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations modifications and replacements thereofthereof (collectively, “Superior Leases”) and (ii) all Encumbrances entered into by Landlord which may now or hereafter affect the Leased Property or any portion thereof or any improvements thereon, whether or not such Encumbrances shall also cover other lands and/or buildings and/or leases, to all advances each and every advance made or hereafter to be made upon under such Encumbrances, and to all renewals, modifications, replacements and extensions of such Encumbrances and all consolidations of such Encumbrances (collectively “Superior Mortgages”). Furthermore, if any lessor under any Superior Lease (a “Superior Lessor”) or the security thereofholder, trustee or beneficiary of a Superior Mortgage (a “Superior Mortgagee”) shall succeed to the rights of Landlord under this Agreement (such person, a “Successor Landlord”) whether through possession or foreclosure or delivery of a new lease or deed, or otherwise, at such Successor Landlord's request, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Agreement. So long This section shall be self operative and no further instrument of subordination shall be required. In confirmation of such subordination and attornment, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, any Superior Lessor or any Superior Mortgagee or any of their respective successors in interest may reasonably request to evidence such subordination and/or attornment. -59- Simultaneously with Landlord subjecting the Leased Property or any portion thereof to any Superior Lease or Superior Mortgage, and as Tenant is not in Default a condition to the subordination of Tenant's estate hereunder, Landlord shall cause the Superior Landlord or the Superior Mortgagee, as the case may be, to execute and deliver to Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s a recordable subordination, nondisturbance and attornment agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)) on such Superior Landlord's or Superior Mortgagee's standard form; provided, however, that such standard form shall not impose any additional obligations or burdens on Tenant which are not otherwise provided for in this Agreement. Tenant agrees to execute and deliver the SNDA Pursuant to such current First SNDa, Tenant and such Superior Landlord or Superior Mortgagee shall agree that in the event such Superior Landlord, Superior Mortgagee or the nominee, designee or successor or assign of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement and become a “Successor Landlord”, whether through possession or successful bid at foreclosure or other similar action or delivery of a new lease or deed, or otherwise, then (a) this Agreement and Tenant's leasehold estate shall not be disturbed or affected thereby and shall remain in full force and effect as a lease between Successor Landlord and Tenant and (b) Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under 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 Affiliate, nominee or designee) shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (ii) 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), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (iv) 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 due date hereunder, which was not approved in writing by the Superior Landlord or Superior Mortgagee thereto, (v) 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, (vi) 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 (vii) 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. The SNDA shall further provide, and each Superior Landlord, Superior Mortgagee and any Successor Landlord shall agree and be liable (A) to pay to Tenant any amounts owed under Section 5.1.2(b), and all reasonable fees (B) to pay to Tenant any portions of insurance proceeds or Awards received by any of them and charges imposed by such current First Mortgagee required to preparebe paid to Tenant pursuant to the terms of this Agreement, negotiate and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In Agreement thereto, the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20mortgagee, lienholder or lessor, as between Tenant and applicable, shall expressly agree, for the current First Mortgageebenefit of Tenant, its successors and assignsto make such payments, the terms and provisions of the SNDA which agreement shall control.be embodied in an instrument in form reasonably satisfactory to Tenant. -60- 20.3

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage or trust deed affect the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the LandLeased Property, or any part portion thereof, or any improvements thereon and/or any of the Projectsuch leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Superior Lease” and the lessor under any such lease 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 “Ground Lessor.Superior Mortgagee”) This lease and . 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 hereunder 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 5.1.3(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 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 5.1.3(b), and are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the BuildingSubject to this Section 15.2, the Land, the Projectthis Agreement, any part thereof and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages, deeds to secure debt, and deeds of trust which may now or hereafter affect the Leased Property or any interest thereinimprovements thereon, may sell to each and lease back the Landevery advance made or hereafter to be made under such mortgages, or any part of the Projectdeeds to secure debt, and may encumber deeds of trust, and to all renewals, modifications, replacements and extensions of such mortgages, deeds to secure debt, and deeds of trust and all consolidations of such mortgages, deeds to secure debt, 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 Project Mortgagee consistent with the leasehold estate under provisions of this Section 15.2 and otherwise in form and substance reasonably satisfactory to Tenant. In confirmation of such a sale subordination, Tenant shall promptly execute, acknowledge and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the deliver any instrument that Landlord, holder of any such mortgage or deed to secure debt or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any mortgage, deed to secure debt, or deed of trust deed 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 a “Superior Mortgagee.” Any such lease If any Superior Mortgagee or the nominee or designee of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and Superior Mortgagee shall succeed to the rights of Tenant hereunder 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 be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations 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 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 (provided that such Successor Landlord shall be obligated to cure any defaults of the prior Landlord which are of a continuing nature), (b) subject to any offsets or counterclaims which theretofore accrued to Tenant against any prior Landlord, except for any offsets which relate to a failure by any prior Landlord to fund any Capital Expenditures required to be funded pursuant to the terms of this Lease upon an attornment and which remain unfunded by such Successor Landlord, (c) bound by any modification of this Agreement subsequent to such Mortgagee Superior Mortgage, or Ground Lessor by any previous prepayment of Base 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 Mortgagee, or (d) liable to Tenant which agreement shall be upon such Mortgageebeyond the Successor Landlord’s or Ground Lessor’s then current interest in the Leased Property and commercially reasonable form thereof. Landlord shall obtain a Subordinationthe rents, Nondisturbance income, receipts, revenues, issues and Attornment Agreement profits issuing from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)Leased Property. 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 deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant Landlord agrees to execute provide Tenant with an instrument of nondisturbance and deliver attornment from each such Superior Mortgagee in form and substance reasonably satisfactory to Tenant. Nothing contained in this Section 15.2 shall relieve Landlord such further instruments consenting from any liability to or confirming Tenant under this Agreement following the subordination exercise of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing remedies by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First a Superior Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with execute and deliver a mortgage or trust deed in the nature of a mortgage against the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back . If requested by the Land, mortgagee or trustee under any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed, Tenant will, at the option of such mortgagee or trustee, either (a) subordinate its interest in this Lease to such mortgage or trust deed, and to any and all advances made thereunder and to the interest thereon, and to all renewals, replacements and extensions thereof, provided that such mortgagee or trustee shall agree concurrently therewith, pursuant to a non-disturbance and attornment agreement executed in recordable form, so long as no Default then exists or no event which, with notice or passage of time or both, would constitute a Default then exists under this Lease, that this Lease shall not be terminated nor shall Tenant's use, possession or enjoyment of the Premises be interfered with nor shall the leasehold estate granted in this Lease be affected in any way by the giving of a deed in lieu of foreclosure or the foreclosure of or any action or proceeding instituted under such mortgage or trust deed, or (b) make Tenant's interest in this Lease superior. (Any Subject to the immediately preceding sentence, Tenant will execute and deliver such agreement or agreements as may be reasonably required by such mortgage or trustee. In addition, if any mortgage or trust deed is herein called foreclosed or a “Mortgage” and deed in lieu of foreclosure is given to the holder mortgagee or trustee thereunder (or its designee), (i) the liability of any the mortgagee or trustee thereunder or purchaser at such mortgage foreclosure sale or the beneficiary under any such trust deed is herein called liability of a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long subsequent owner designated as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations landlord under this Lease shall exist only so long as such trustee, mortgagee, purchaser or owner is the owner of the Building and such liability shall not continue or survive after further transfer of ownership; and (ii) upon an attornment request of such mortgagee or trustee, Tenant will agree to such Mortgagee become tenant and attorn to the new owner or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s landlord after the purchase at any foreclosure sale thereunder or Ground Lessor’s then current the giving of a deed in lieu of foreclosure on the same terms and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination conditions of this Lease to any Mortgage Lease, and to any Ground Lease and containing will execute such other provisions which instruments as may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of necessary or appropriate to evidence such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20agreement, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.provided that such mortgagee,

SUBORDINATION OF LEASE. Landlord Subject to Section 20.1 and this Section ---------------------- ------------ ------- 20.2, this Agreement and any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber 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 every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be conditioned on Tenant's receipt of a nondisturbance and attornment agreement from each Superior Mortgagee (as defined below), consistent with a mortgage or trust deed the Buildingprovisions of this Section ------- 20.2 and the provisions of Articles 10 and 11 of this Agreement and otherwise in ---- ------------------ form and substance reasonably satisfactory to Tenant. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of -------------- Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” and "Superior Landlord". ----------------- If any Superior Landlord or Hotel Mortgagee or the lessor under nominee or designee of any such lease is herein called a “Ground Lessor.”) This lease and Superior Landlord or Hotel 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 hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times 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 any Mortgage evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree upon all of the terms, conditions and covenants as are set forth in this Agreement, except that Tenant’s covenant the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to subordinate Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Lease 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 future Mortgage counterclaim or Ground setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease shall 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 conditioned upon done by the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations Landlord under this Lease upon an attornment Agreement to render the Leased Property ready for occupancy by Tenant, or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such Mortgagee person claims by, through or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from under the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)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 deliver the SNDA Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such current First Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to pay Tenant. Nothing contained in this Section 20.2 shall relieve Landlord from any and all reasonable fees and charges imposed liability to ------------ Tenant under this Agreement following the exercise of remedies by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First a Superior Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore Subject to Section 20.1 and the terms of Section 7.1, this Lease, and any and all rights of Tenant hereunder, are and shall be subject and subordinate to any Facility Mortgage, any ground or may master lease, and all renewals, extensions, modifications, consolidations and replacements thereof, and to each and every advance made or hereafter encumber with a mortgage or trust deed the Buildingto be made under any such Facility Mortgage. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, landlord under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and 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. 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 any such trust deed 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 “Mortgagee.” Any such lease "Superior Lease"; and the landlord of a Superior Lease or its successor in interest at the Land time referred to is herein called "Superior Landlord"; the Facility Mortgage and any other mortgage or other part deed of trust to which this Lease is, at the Project time referred to, subject and subordinate, is herein called a “Ground Lease” "Superior Mortgage"; and the lessor under Facility Mortgagee and any such lease other holder, trustee or beneficiary of a Superior Mortgage is herein called a “Ground Lessor"Superior Mortgagee.”) This lease and " 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 rights obligations of Tenant hereunder hereunder, neither any Superior Mortgagee nor any Superior Landlord shall be and are hereby expressly made subject have an obligation to and subordinate at all times provide a non- disturbance agreement to any Mortgage and Tenant. Any Superior Mortgagee or Superior Landlord shall have the right to any Ground terminate this Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as foreclosure, deed in lieu of foreclosure or exercise of the power of sale with respect to the Leased 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 hereunderin the payment of Rent hereunder beyond the expiration of applicable notice and cure periods, then Landlord and shall pay to Tenant agree the Fair Market Value of Tenant's leasehold estate as of the termination date in accordance with Section 24.1(b); provided further that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease (i) such fee shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor paid first by offsetting any amounts owed by Tenant which agreement to Landlord at such time and the balance (if any) shall be upon such Mortgagee’s or Ground Lessor’s then current paid to Tenant in cash, and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). ii) Tenant agrees to execute and deliver the SNDA to seek payment of such current First Mortgagee and to pay any and all reasonable fees and charges imposed cash balance (if any) solely from Host O.P. (which, by such current First Mortgagee to prepareits execution of this Lease, negotiate and execute same. Tenant agrees to execute be primarily liable for Landlord's obligation under this subparagraph of Section 20.2) pursuant to the terms of the Facility Mortgagee Agreement, and deliver to Landlord such further instruments consenting to shall not make any demand or confirming claim therefor against Landlord, the subordination Facility Mortgagee, any purchaser in foreclosure or transferee by deed in lieu of this Lease to foreclosure or other party claiming under any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written requestthe 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 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). If Tenant elects to terminate this Lease, 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 under 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 conflict 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 Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Lease), whereupon, this Lease shall continue in full force and effect as a direct lease between the terms Successor Landlord and provisions Tenant upon all of the SNDA terms, conditions and covenants as are set forth in this Lease, except 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, 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 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 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, (e) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the terms rents, income, receipts, revenues, issues and provisions profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by Landlord under this Article 20Lease 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 between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlaforesaid.

SUBORDINATION OF LEASE. Landlord may Provided Tenant has received a fully executed recordable subordination, nondisturbance and attornment agreement (a “Nondisturbance Agreement”) in form reasonably satisfactory to Tenant in each instance, which agreement must provide that, (a) if there shall be a foreclosure of a superior mortgage, such mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such mortgagee on the same terms and conditions as are contained in this Lease (subject to the provisions hereinafter set forth), provided no default beyond the expiration of applicable notice and cure periods shall have heretofore occurred and be continuing hereunder, and (b) if a superior lease shall terminate or may hereafter encumber with be terminated for any reason, such lessor will not make Tenant a party in any action to terminate such superior lease or to remove or evict Tenant from the Demised Premises, nor disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such lessor on the same terms and conditions as are contained in this Lease (subject to the provisions hereinafter set forth), provided no default beyond the expiration of applicable notice and cure periods shall have occurred and be continuing, then, this Lease shall be subject and subordinate to the lien of any mortgage or mortgages, deed or deeds of trust deed the Building, the Land, the Project, any part thereof and ground lease or any interest therein, leases which may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existingaffect the Building or the land of which the Premises are a part or both, and to all amendments, modifications, renewals, extensions, consolidations replacements, amendments or modifications of any such mortgages, deeds of trust or ground leases. Tenant acknowledges that in the event of the enforcement by Landlord’s mortgagee of the remedies provided by law or its mortgage, any person succeeding to Landlord’s position hereunder as a result of such enforcement shall not be bound by any payment of Annual Base Rent or Additional Charges for more than one (1) month in advance of its due date. Without limiting the foregoing, if any mortgage has been granted by Landlord prior to the date of this Lease and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not remains in Default hereundereffect, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain provide a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto and made a part hereof as Exhibit H (the “SNDA”). ” from the mortgagee thereunder to Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of contemporaneously with this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlLease.

SUBORDINATION OF LEASE. A. Landlord may have heretofore encumbered or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, and may have heretofore sold and leased back or may hereafter sell and lease back the Land, or any part of land on which the ProjectBuilding is located, and may have heretofore encumbered or may hereafter encumber the leasehold estate under such a sale and leaseback arrangement lease with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “"Mortgage” " and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “"Mortgagee.” ". Any such lease of the Land or other part of the Project underlying land is herein called a “"Ground Lease” ", and the lessor under any such lease is herein called a “"Ground LessorLease". Any Mortgage which is a first lien against the Building, the land on which the Building is located, the leasehold estate of the lessor under a Ground Lease (if the property is not then subject to an unsubordinated mortgage) is herein called a "First Mortgage" and the holder or beneficiary of or Ground Lessor under any First Mortgage is herein called a "First Mortgagee.”") This lease Lease is, or shall be, subject and subordinate to any First Mortgage encumbering the rights Building as of Tenant hereunder the Commencement Date. This provision shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existingself-operative, and no further instrument of subordination and shall be required to all amendments, modifications, renewals, extensions, consolidations and replacements thereofeffectuate such subordination. Notwithstanding the foregoing, and as a condition to all advances made Tenant's obligations under this Lease, Landlord shall obtain from its lender a non-disturbance agreement, in commercially reasonable form (which shall mean that such agreement does not materially change the terms of this Lease or hereafter to be made upon Tenant's rights or obligations hereunder), providing that notwithstanding the security thereof. So Foreclosure of a First Mortgage, so long as Tenant is shall not be in Default hereunderDefault, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage 's right of possession shall not be disturbed or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed affected by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlforeclosure.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate (as applicable) to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect the Leased Property or trust deed the Building, the Land, the Project, any part portion thereof or any interest thereinimprovements thereon and/or any of such leases, may sell whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and lease back the Land, every advance made or any part hereafter to be made under such mortgages and deeds of the Projecttrust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 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 are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Project, and/or the Land, the Project, or any part thereof or any interest therein, may sell and lease back the Land, Land or any part of the Projectthereof, and may encumber the leasehold estate under such a any sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “MortgageMORTGAGE” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “MortgageeMORTGAGEE.” Any such lease of the Land land underlying the Building or other Project (or any part of the Project thereof) is herein called a “Ground LeaseGROUND LEASE” and the lessor under any such lease is herein called a “Ground LessorGROUND LESSOR.”) ” This lease Lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof, subject to the non-disturbance rights hereinafter set forth. So long as Tenant is not in Default hereunderNotwithstanding the foregoing, Landlord and shall provide Tenant agree that Tenant’s covenant to subordinate with a non-disturbance agreement from any Mortgagee or Ground Lessor existing as of the date of execution of this Lease to and any future Mortgage Mortgagee or Ground Lease Lessor, which agreement shall be conditioned upon on the Mortgagee’s or Ground Lessor’s agreement to recognize customary form with changes thereto as reasonably requested by Tenant’s rights , and obligations under may include the provisions set forth below in this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute sameSection 23. Tenant agrees to execute and deliver to Landlord such any further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such any other reasonable provisions which may be requested in writing by Landlord within ten thirty (1030) days after Tenant’s receipt of such Landlord’s written request. In ; provided that any such instrument shall also include recognition and non-disturbance provisions to the event effect that the Mortgagee or Ground Lessor, as the case may be, will not disturb Tenant’s continued occupancy of any conflict between the Premises under this Lease so long as Tenant is not in Default hereunder, which recognition and non-disturbance provisions may contain such other terms and provisions conditions as are contained in the Mortgagee’s or Ground Lessor’s customary form of subordination, non-disturbance and attornment agreement, with changes thereto as reasonably requested by Tenant, and including customary notice and cure rights in favor of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlMortgagee or Ground Lessor.

SUBORDINATION OF LEASE. To the extent necessary, Landlord may have heretofore reserves the right to place liens and encumbrances on the Property, including the Building and the Premises, superior in lien and effect to this Lease. This Lease, and all rights of Tenant hereunder, shall be subject and subordinate to any liens and encumbrances now or may hereafter encumber with a mortgage or trust deed imposed by Landlord upon the Premises, Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, Property or any part of the Projectthereof, and Xxxxxx agrees to promptly execute, acknowledge, and deliver to Landlord or Landlord’s lender, as the case may encumber the leasehold estate under such be, a sale subordination, attornment and leaseback arrangement with a mortgage non-disturbance agreement (an “SNDA”) in any form as may be reasonably requested by Landlord or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” Landlord’s lender, and which shall in all events provide that the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So superior interest agrees that so long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and default of its obligations under this Lease upon an attornment beyond the expiration of applicable cure and/or grace periods, this Lease and Xxxxxx’s use and occupancy of the Premises shall not be affected, disturbed or otherwise interfered with by the holder of such interest. Concurrent with Xxxxxx’s execution and delivery to such Mortgagee or Ground Lessor by Landlord of this Lease, Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting an SNDA required by Xxxxxxxx’s lender on Landlord’s lender’s commercially reasonable form of SNDA and attached hereto as Exhibit G. Landlord shall cause the same to or confirming be fully executed by Xxxxxxxx’s mortgagee and shall tender the subordination of same to Tenant no later than sixty (60) days from the date Tenant so tenders to Landlord this Lease and the SNDA executed by Tenant. In addition to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after the foregoing, at Tenant’s receipt cost, Landlord shall use commercially reasonable efforts to obtain for the benefit of Tenant a subordination and non-disturbance agreement from any future Landlord’s mortgagee on such written requestXxxxxxxx’s mortgagee’s standard form. In the event any proceedings are brought for the foreclosure of any conflict between mortgage on the terms Premises, Tenant will attorn to the purchaser at the foreclosure sale and provisions of recognize such purchaser as the SNDA and Landlord under this Lease; provided the terms and provisions of this Article 20purchaser has ·expressly assumed, as between Tenant and the current First Mortgagee, its successors and assignssubstitute Landlord, the terms and provisions conditions of the SNDA shall controlthis Lease. Tenant waives any right of election to terminate this Lease because of any such foreclosure proceedings; so long as Tenant’s rights under this Lease are preserved.

SUBORDINATION OF LEASE. This Lease, and all rights of Tenant hereunder, are subject and subordinate to all ground leases of the Property now or hereafter existing and 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 Property. This subordination shall apply to each and every advance made, or to be made, under such Mortgages; to all renewals, modifications, replacements and extensions of such Mortgages; and to "spreaders" and consolidations of such Mortgages. This Section 6.1 shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall from time to time execute, acknowledge and deliver any instrument that Landlord may from time to time reasonably require in order to evidence or confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within twenty (20) days after request therefor, Tenant will be in default under this Lease. Tenant acknowledges that this Lease may have heretofore or been (and, in the future, may hereafter encumber with be) assigned by Landlord to a mortgage or trust deed Superior Mortgagee (defined below) as additional collateral security for the Buildingloans 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 Landlessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and the lessee thereunder, the Project, a "Superior Lessee"; and any part thereof or any interest therein, may sell Mortgage to which this Lease is subject and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such subordinate is hereinafter referred to as a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “"Superior Mortgage” ," and the holder of any such mortgage or the beneficiary under any such trust deed a Superior Mortgage is herein called hereinafter referred to as a “"Superior Mortgagee.” Any such lease " Notwithstanding the foregoing, this Lease may be made senior to the lien of any Superior Mortgage, if and only if the Superior Mortgagee thereunder so requests. Notwithstanding the foregoing to the contrary, (i) Landlord will use commercially reasonable efforts to obtain a non-disturbance agreement in favor of Tenant from Landlord's existing mortgagee of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existingProperty, and (ii) as a condition to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate subordinating its interest under this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. mortgage, Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee non-disturbance agreement in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination favor of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions substance of the SNDA which shall controlbe subject to Tenant's reasonable approval.

SUBORDINATION OF LEASE. Landlord Subject to SECTION 20.1 and this SECTION 20.2, any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect the Leased Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust deed the Buildingshall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This SECTION 20.2 shall be self operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to, is herein called a “Ground Lease” "SUPERIOR LANDLORD: and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate, is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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. Subject to the provisions of 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, such Successor Landlord shall have the option either to terminate this Agreement or to recognize Tenant's rights under this Agreement as herein provided and, in such latter event, Tenant hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times 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 any Mortgage evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree upon all of the terms, conditions and covenants as are set forth in this Agreement, except that Tenant’s covenant the Successor Landlord (unless formerly the landlord under this Agreement or its nominee, designee or Affiliate) shall not be (a) liable in any way to subordinate Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Lease 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, credited or delivered to the Successor Landlord), (c) subject to any future Mortgage counterclaim or Ground setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease shall or Mortgage, or by any previous prepayment of Minimum Rent or Participating 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 conditioned upon done by the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations Landlord under this Lease upon an attornment Agreement to such Mortgagee or Ground Lessor render the Leased Property ready for occupancy by Tenant which agreement shall be upon 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 Mortgagee’s Person claims by, through or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from under the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)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, if Tenant has been requested to attorn, Landlord agrees to provide Tenant with an instrument of non-disturbance and deliver the SNDA to attornment from each such current First Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with shall provide Tenant a recordable subordination, non disturbance and attornment agreement executed by every holder of a mortgage or trust deed against the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part Premises prior to commencement of construction of the Project, Building and may encumber the leasehold estate under subsequently within thirty (30) days of recording any mortgage. Such document shall provide that such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease shall not disturb Tenant’s possession of the Land or other part of the Project is herein called a “Ground Lease” and the lessor Premises under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground this Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as provided Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant default of the Lease beyond applicable cure periods. Such document shall not contain any modifications to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon substantive lease terms. As long as there is an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a executed Subordination, Nondisturbance Non-Disturbance and Attornment Agreement between the Landlord, Tenant and any Mortgagee, this Lease is subject and subordinate to the lien of any Mortgage which may now or hereafter encumber the Premises or any development of which the Premises is a part. In confirmation of such subordination, Tenant shall, at Landlord’s request from time to time, promptly execute any certificate or other document requested by the current First Mortgagee in holder of the form attached hereto as Exhibit H (the “SNDA”)Mortgage. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any Mortgage, Tenant shall immediately and automatically attorn to execute the purchaser at such foreclosure sale, as Landlord under this Lease, and deliver Tenant waives the SNDA provisions of any 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 current First Mortgagee 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 liable for any act or omission of Landlord or bound by any prepayment by Tenant of more than one month’s installment of Base Rent and to pay additional rent or by any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination modification of this Lease made subsequent to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions granting of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlMortgage.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” This Lease and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights estate of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage ground lease, deed of trust, mortgage 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 operating agreement and any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to any Ground Lease now the right of Tenant hereunder and all persons claiming through and under Tenant, or hereafter existingotherwise, in the Premises. Tenant's acknowledgment and agreement of subordination provided for in this Section shall be self-operative and no further instrument of subordination shall be required. However, Tenant, on Tenant's behalf, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time to all amendmentstime at the request of Landlord or the holder of any Encumbrance, modificationsTenant 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 encumbrance. Notwithstanding the foregoing, renewalsany holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over such Encumbrance and, extensionsupon notification of such election by the holder of such Encumbrance, consolidations this Lease shall be deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. This Lease and replacements thereof, Tenant's estate hereunder shall be subordinate to an Encumbrance only if the holder thereof does not disturb Tenant's use and to all advances made or hereafter to be made upon occupancy of the security thereof. So Premises so long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon default hereunder beyond the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from expiration of all applicable cure periods after the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and giving of all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination required notice of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controldefault.

SUBORDINATION OF LEASE. Landlord may have heretofore This Lease shall, at Lessor's option, or may hereafter encumber with a mortgage at the option of any holder of any underlying lease or holder of any mortgages or trust deed, be subject and subordinate to any such underlying leases and to any such mortgages or trust deed which may now or hereafter affect the Building, real property of which the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the ProjectPremises form a part, and may encumber also to all renewals, modifications, consolidations and replacements of said underlying leases and said mortgages or trust deed; provided, however, that Lessor shall obtain for the leasehold estate under benefit of Lessee a non-disturbance agreement, reasonably acceptable to Lessee, from the holder of any such a sale and leaseback arrangement with a underlying lease, mortgage or trust deed. Any expenses charged by the mortgagee in connection with the obtaining of the aforesaid agreement shall be paid by Lessor. Said SNDA shall specifically require that, under the provisions of such SNDA and subject to the commercially reasonable conditions of Lessor's mortgagee and/or ground lessor, if any, all insurance proceeds from the Building insurance shall be used first towards the restoration of the Property in the manner described in Article 10; provided, however, that if there shall remain less than one (Any 1) year in the Term after the estimated date of completion of the restoration of the Property, Lessor's mortgagee or ground lessor, as the case may be, shall have no obligation to make such mortgage insurance proceeds available for the restoration of the Property. However, if Lessor's mortgagee or ground lessee, elects not to make such insurance proceeds available for the restoration of the Property as set forth in the immediately preceding sentence and Lessee's Option to Extend the Term pursuant to Article 52 is exercisable by Lessee, then Lessee may negate Lessor's mortgagee's or ground lessor's election not to make such insurance proceeds available by timely exercising Lessee's Option to Extend pursuant to Article 52. Although no instrument or act on the part of Lessee shall be necessary to effectuate such subordination, Lessee will, nevertheless, execute and deliver such further instruments confirming such subordination and non-disturbance of this Lease as may be reasonably acceptable to Lessee and reasonably desired by the holders of said mortgages or trust deed or by any of the lessors under such underlying leases. If any underlying lease to which this Lease is herein called a “Mortgage” and subject terminates, Lessee shall, on timely request, attom to the holder owner of any such the reversion. Lessor represents that there currently is no mortgage or ground lease encumbering the beneficiary under any such trust deed is herein called a “MortgageeProperty.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage,” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease,” and the lessor under any such lease is herein called a “Ground Lessor.”) ). This lease Lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant Xxxxxx agrees to execute and deliver to Landlord such further commercially reasonable instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease Lease, containing a customary non-disturbance provision in favor of Tenant, and containing such other provisions which may be requested in writing by Landlord within ten twenty (1020) days after TenantXxxxxx’s receipt of such written request. In Within a reasonable time following the event date of any conflict between new Mortgage or Ground lease, Landlord shall cause the terms Mortgagee or Ground Lessor as applicable to enter into a commercially reasonable subordination, non-disturbance, and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlattornment agreement with Tenant.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Project, and/or the Land, the Project, or any part thereof or any interest therein, may sell and lease back the Land, Land or any part of the Projectthereof, and may encumber the leasehold estate under such a any sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” "MORTGAGE" and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee"MORTGAGEE.” " Any such lease of the Land land underlying the Building or other Project (or any part of the Project thereof) is herein called a “Ground Lease” "GROUND LEASE" and the lessor under any such lease is herein called a “Ground Lessor"GROUND LESSOR.”) " This lease Lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof, subject to the non-disturbance rights hereinafter set forth. So long as Tenant is not in Default hereunderNotwithstanding the foregoing, Landlord and shall provide Tenant agree that Tenant’s covenant to subordinate this Lease to with a non-disturbance agreement from any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant existing as of the date of execution of this Lease and any future Mortgagee or Ground Lessor, which agreement shall be upon such on the Mortgagee’s 's or Ground Lessor’s then current 's customary form with changes thereto as reasonably requested by Tenant, and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from may include the current First Mortgagee provisions set forth below in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute samethis Section 23. Tenant agrees to execute and deliver to Landlord such any further instruments consenting to or confirming the 43 50 subordination of this Lease to any Mortgage and to any Ground Lease and containing such any other reasonable provisions which may be requested in writing by Landlord within ten thirty (1030) days after Tenant’s 's receipt of such Landlord's written request. In ; provided that any such instrument shall also include recognition and non-disturbance provisions to the event effect that the Mortgagee or Ground Lessor, as the case may be, will not disturb Tenant's continued occupancy of any conflict between the Premises under this Lease so long as Tenant is not in Default hereunder, which recognition and non-disturbance provisions may contain such other terms and provisions conditions as are contained in the Mortgagee's or Ground Lessor's customary form of subordination, non-disturbance and attornment agreement, with changes thereto as reasonably requested by Tenant, and including customary notice and cure rights in favor of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlMortgagee or Ground Lessor.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect the Leased Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust deed the Buildingshall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 5.1.3(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 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 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 5.1.3(b), and are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. This Lease, and all rights of Tenant hereunder, are subject and subordinate to all ground leases of the Premises now or hereafter existing and 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. This subordination shall apply to each and every advance made, or to be made, under such Mortgages; to all renewals, modifications, replacements and extensions of such Mortgages; and to "spreaders" and consolidations of such Mortgages. This Section 6.1 shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall from time to time execute, acknowledge and deliver any instrument that Landlord may have heretofore from time to time reasonably require in order to evidence or may hereafter encumber confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within twenty (20) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is coupled with a mortgage or trust deed an interest, to execute and deliver any such instruments for and on behalf of Tenant. Tenant acknowledges that this Lease has been (and, in the Building, the Land, the Project, any part thereof or any interest thereinfuture, may sell 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 subject and lease back subordinate is hereinafter referred to as a "Superior Lease," the Landlessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and the lessee thereunder, or a "Superior Lessee"; and any part of the Project, Mortgage to which this Lease is subject and may encumber the leasehold estate under such subordinate is hereinafter referred to as a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “"Superior Mortgage” ," and the holder of any such mortgage or the beneficiary under any such trust deed a Superior Mortgage is herein called hereinafter referred to as a “"Superior Mortgagee.” Any such lease of " Notwithstanding the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground foregoing, this Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to may be made upon senior to the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event lien of any conflict between Superior Mortgage, if and only if the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.Superior Mortgagee thereunder so requests. (SEE SPECIAL STIPULATION 3)

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage or trust deed affect the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the LandLeased Property, or any part portion thereof, or any improvements thereon and/or any of the Projectsuch leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Superior Lease” and the lessor under any such lease 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 “Ground Lessor.Superior Mortgagee”) This lease and . 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 hereunder 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 and are hereby expressly made (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 subordinate at all times 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 Mortgage 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 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 (a) comply with the provisions of Section 5.1.2(b), and (b) 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 Ground Lease now mortgage, lien or hereafter existinglease in respect of the Leased Property, and to all amendments, modifications, renewals, extensions, consolidations and replacements or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundercomply with subsections (a) and (b) above, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore Lessee agrees that this Lease and the Lessee's interest herein shall be subordinate to any mortgage, deed of trust, ground or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Landunderlying lease, or any part method of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage financing or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease refinancing now or hereafter existingplaced against the land and building of which the Demised Premises form a part, and to all amendmentsrenewals, modifications, renewalsreplacements, extensionsrefinancings, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security extensions thereof. So long as Tenant is not in Default hereunderUpon request of Lessor, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant Lessee agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees documents, subordinating its rights under this Lease as aforesaid provided the same are drawn by Lessor or Mortgagee or their attorneys at no cost to the Lessee. No financing or refinancing hereunder shall affect the Lessee's right to use the Premises so long as Lessee is not in default hereunder. Notwithstanding anything to the contrary herein, this Article 13 shall be self-operative with no further instrument of subordination required to give effect hereto. Notwithstanding the foregoing, Lessee shall not be obligated to subordinate this Lease or attorn to any transferee of Lessor's interest under this Lease unless such transferee agrees in writing that Lessee shall not be disturbed under this Lease as long as Lessee is not in default under this Lease beyond any applicable notice and charges imposed cure period. Lessee shall give to any mortgagee, by registered mail, a copy of any notice of default served upon the Lessor, provided that prior to such notice, Lessee has been notified, in writing, (by way of Notice of Assignment of Rents and Leases) of the address of such mortgagees. In addition, if Lessor shall have failed to cure such default within the time provided for in this lease, then the mortgagees shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) days, any Mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure), in which event this lease shall not be terminated while such remedies are being so diligently pursued. Notwithstanding anything to the contrary herein, Lessee shall cooperate with Lessor and any mortgagee with respect to any financing, refinancing and any matter relating thereto including notices in case of default by Lessor. Lessee shall promptly execute a modification of this lease incorporating therein any changes required by such current First Mortgagee mortgagee or prospective mortgagee provided, however, that Lessee shall not be required to preparemake any changes or amendments to the Term, negotiate and execute same. Tenant agrees Basic Annual Rent or Additional Rent, nor shall any modification affect the operation of Lessee's business change the size or location of the Demised Premises or change any other Basic Business Terms or increase any charge or expense to execute and deliver be incurred by Lessee pursuant to Landlord such further instruments consenting to or confirming the subordination terms of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlLease.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the ProjectProperty, any part thereof or any interest therein, may sell and lease back the Land, Property or any part of the Projectthereof, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “"Mortgage” " and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “"Mortgagee.” " Any such lease of the Land Property (or other any part of the Project thereof) is herein called a “"Ground Lease” " and the lessor under any such lease is herein called a “"Ground Lessor.”) " This lease Lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any future Mortgage and to any future Ground Lease and containing such other reasonable provisions which may be requested in writing by Landlord within ten (10) business days after Tenant’s 's receipt of such written request; provided that any such instrument shall also include recognition and non disturbance provisions to the effect that the Mortgagee or Ground Lessor, as the case may be, will not disturb Tenant's continued occupancy of the Premises and other rights and options under this Lease in accordance with the terms hereof so long as Tenant is not in Default hereunder (any such instrument, an "SNDA") (which execution and delivery by Tenant of such SNDA may, at such Mortgagee's or Ground Lessor's election, be a condition to such Mortgagee's or Ground Lessor's execution and delivery thereof), which SNDA provisions may contain such other terms and conditions as are contained in the Mortgagee's or Ground Lessor's customary form of subordination, non disturbance and attornment agreement, which may include, in any event, the provisions set forth below in this Section 24. Notwithstanding the foregoing or anything herein to the contrary, as to any Mortgage or Ground Lease to which this Lease is currently subordinate, as provided above, and, as to any future Mortgage or Ground Lease to which this Lease will become subordinate, as provided above, Landlord shall, at Tenant's written request, use reasonable efforts to obtain an SNDA meeting the requirements set forth above, within thirty (30) days following the date of such request by Tenant, duly executed on behalf of such Mortgagee and/or Ground Lessor (which execution and delivery by Tenant of such SNDA may, at such Mortgagee's or Ground Lessor's election, be a condition to such Mortgagee's or Ground Lessor's execution and delivery thereof). In the event of any a conflict between the terms and provisions of the any SNDA in effect from time to time and the terms and provisions of this Article 20Section 24, as between Tenant and the current First Mortgagee, its successors and assignssuch applicable Mortgagee or Ground Lessor, the terms and provisions of the SNDA shall control.. B.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” "MORTGAGE" and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee"MORTGAGEE.” " Any such lease of the Land or other part of the Project is herein called a “Ground Lease” "GROUND LEASE" and the lessor under any such lease is herein called a “Ground Lessor"GROUND LESSOR.”") This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) business days after Tenant’s 's receipt of such written request. In ; provided that any such instrument with respect to future Mortgages or Ground Leases shall also include recognition and non-disturbance provisions to the event effect that the Mortgagee or Ground Lessor, as the case may be, will not disturb Tenant's continued occupancy of any conflict between the Premises under this lease so long as Tenant is not in Default (i.e., meaning beyond applicable notice and cure period) hereunder, which recognition and non-disturbance provisions may contain such other terms and conditions as are contained in the Mortgagee's or Ground Lessor's customary form of subordination, non-disturbance and attornment agreement (which may include the provisions set forth below in this Section 20). Without limitation of the SNDA foregoing, Tenant hereby agrees to execute and deliver to Landlord, upon Landlord's or Tenant's request, three (3) originals of the terms existing Mortgagee's standard form of Subordination Nondisturbance and provisions of this Article 20Attornment Agreement, subject to any commercially reasonable modifications as between are mutually agreeable to Tenant and the current First Mortgagee, its successors and assignssuch Mortgagee (herein, the terms "INITIAL SNDA"). Landlord shall use commercially reasonable efforts to cause the existing Mortgagee to execute and provisions return one (1) fully executed original of the Initial SNDA shall controlto Tenant within thirty (30) days following the date hereof.

SUBORDINATION OF LEASE. Landlord Subject to Section 20.1 and this Section 20.2, this Agreement, any and all rights of Tenant 83 -74- hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber 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 every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such 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 and/or Superior Landlord, consistent with a mortgage or trust deed the Buildingprovisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenant, the Landbenefits of which agreement shall also extend to any Leasehold Mortgagee. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to, is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times recognize the Successor Landlord 84 -75- as Tenant's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to any Mortgage evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree upon all of the terms, conditions and covenants as are set forth in this Agreement, except that Tenant’s covenant the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to subordinate Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Lease 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 future Mortgage counterclaim or Ground setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease shall 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, (f) responsible for the performance of any work to be conditioned upon done by the Mortgagee’s or Ground Lessor’s agreement Landlord under this Agreement to recognize Tenant’s rights and render the Leased Property ready for occupancy by Tenant (subject to Landlord's obligations under this Lease upon an attornment 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 Mortgagee person claims by, through or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from under the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)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 deliver the SNDA Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such current First Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to pay Tenant. Nothing contained in this Section 20.2 shall relieve Landlord from any and all reasonable fees and charges imposed liability to Tenant under this Agreement following the exercise of remedies by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First a Superior Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage or trust deed affect the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the LandLeased Property, or any part portion thereof, or any improvements thereon and/or any of the Projectsuch leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 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 are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect the Leased Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust deed the Buildingshall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 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 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 are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part The rights of the Project, and may encumber the leasehold estate Tenant under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such this lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease all ground leases, and/or underlying leases, if any, now or hereafter existingin force against the Property, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereofthe lien of any mortgage or mortgages now or hereafter in force against such leases and/or the Property, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the Landlord and Tenant under any such ground or underlying lease shall agree that insurance proceeds may be applied to restoration of the improvements on the Premises in accordance with the provisions of this lease, and that upon the termination of such lease or any leasehold estate through which this lease is derived that such Landlord will accept the attornment of Tenant under this lease, and any renewal terms of this lease, provided Tenant attorns to such Landlord, for the balance of the term of this lease, upon all the executory provisions of this lease, and in the case of the holder of any mortgage or mortgages against the property, that such holder agrees that insurance proceeds may be applied to restoration of the improvements on the Premises in accordance with the provisions of this lease, and that such holder agrees that the Tenant under this lease will not be joined in any foreclosure proceedings for the purpose of cutting off the leasehold estate of Tenant in this lease and that thereby Tenant’s covenant to subordinate this Lease to possession of the Premises shall remain undisturbed notwithstanding the institution or prosecution of any future Mortgage or Ground Lease such foreclosure proceeding. This Section is self-operative and no further instrument of subordination shall be conditioned upon required. In confirmation of such subordination Tenant shall promptly execute such further instruments as may be requested by the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights Landlord. The Tenant hereby irrevocably appoints the Landlord as attorney-in-fact for the Tenant with full power and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees authority to execute and deliver in the SNDA name of the Tenant any such instrument or instruments. Tenant, at the option of any mortgagee, agrees to attorn to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested mortgagee in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controla foreclosure sale or deed in lieu thereof.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof, subject to the remaining provisions of this Section. So long as Tenant is not in Default hereunderNotwithstanding the foregoing, Landlord and Tenant agree that Tenant’s covenant shall use reasonable efforts to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon obtain a non-disturbance agreement from Metropolitan Life Insurance Company (i.e., being the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such existing Mortgagee or Ground Lessor by Tenant of the Building), which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H G. Landlord shall deliver a counterpart of the same executed by Metropolitan Life Insurance Company to Tenant within thirty (30) days following execution and delivery by Landlord and Tenant of this lease and such subordination, non-disturbance and attornment agreement, failing which, as Tenant’s sole remedy for such failure, Tenant may terminate this lease by notice to Landlord to that effect given within ten (10) days after the “SNDA”). end of such thirty (30) day period and prior to Tenant agrees to execute and deliver taking possession of the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute samePremises. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In ; provided that any such instrument shall also include recognition and non-disturbance provisions to the event effect that the Mortgagee or Ground Lessor will not disturb Tenant’s continued occupancy of any conflict between the Premises under this lease so long as Tenant is not in Default hereunder, which recognition and non-disturbance provisions may contain such other terms and provisions conditions as are contained in the Mortgagee’s or Ground Lessor’s customary form of the SNDA subordination, non-disturbance and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlattornment agreement.

SUBORDINATION OF LEASE. Landlord Subject to Section 20.1 and this Section 20.2, this Agreement, any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber 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 every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such 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 and/or Superior Landlord, consistent with a mortgage or trust deed the Buildingprovisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenant, the Landbenefits of which agreement shall also extend to any Leasehold Mortgagee. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to, is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times 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 any Mortgage evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree upon all of the terms, conditions and covenants as are set forth in this Agreement, except that Tenant’s covenant the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to subordinate Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Lease 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 future Mortgage counterclaim or Ground setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease shall 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, (f) responsible for the performance of any work to be conditioned upon done by the Mortgagee’s or Ground Lessor’s agreement Landlord under this Agreement to recognize Tenant’s rights and render the Leased Property ready for occupancy by Tenant (subject to Landlord's obligations under this Lease upon an attornment 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 Mortgagee person claims by, through or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from under the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)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 deliver the SNDA Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such current First Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to pay Tenant. Nothing contained in this Section 20.2 shall relieve Landlord from any and all reasonable fees and charges imposed liability to Tenant under this Agreement following the exercise of remedies by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First a Superior Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” This Lease and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights estate of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage ground lease, deed of trust, mortgage 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 operating agreement and any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to any Ground Lease now the right of Tenant hereunder and all persons claiming through and under Tenant, or hereafter existingotherwise, in the Premises. Tenant's acknowledgment and agreement of subordination provided for in this Section 19.1 shall be self-operative and no further instrument of subordination shall be required. However, Tenant, on Tenant's behalf, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time to all amendmentstime at the request of Landlord or the holder of any Encumbrance, modifications, renewals, extensions, consolidations Tenant will execute and replacements thereof, and deliver any necessary or proper instruments or certificates reasonably necessary to all advances made acknowledge or hereafter to be made upon confirm the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any future Mortgage or Ground Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrance, this Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement deemed to recognize Tenant’s rights and obligations under have priority over such Encumbrance, whether this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting is dated prior to or confirming subsequent to the date of such Encumbrance. Notwithstanding the foregoing, the subordination of this Lease to any Mortgage Encumbrance under this Section 19.1 shall only be effective if the holder of such Encumbrance (a "Superior Mortgagee") executes and delivers to Tenant a non-disturbance agreement, the form of which shall be a commercially reasonable form. Tenant shall execute and deliver to any Ground Lease and containing Superior Mortgagee any such other provisions which may be commercially reasonable non-disturbance agreement requested in writing by Landlord such Superior Mortgagee within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Superior Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control's request therefor.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed Subject to the Buildingprovisions contained in any subordination, non-disturbance and attornment agreement executed by and among Lessor, Lessee and the Landholder of any underlying lease, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any , this Lease and any option contained herein shall, at Lessor's option, or at the option of any holder of any underlying lease or holder of any mortgage or trust deed, be subject and subordinate to any 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 also to all renewals, modifications, consolidations and replacements of said underlying leases and said mortgages or trust deed. Although no instrument or act on the part of Lessee shall be necessary to effectuate such subordination, Lessee will, nevertheless, execute and deliver such further instruments confirming such subordination of this Lease as may be desired by the holders of any said mortgage or trust deed or by any of the Lessors under such underlying leases. If any mortgage or deed of trust is herein called foreclosed or if a “Mortgage” and deed in lieu of foreclosure covering the Office Building Area is given to the holder of a mortgage or deed of trust (or its designee), Lessee shall, on request, attorn to the holder of such mortgage, or deed of trust (or its designee). If any underlying lease to which this Lease is subject shall be terminated, Lessee shall, on request, attorn to the owner of the reversion. Notwithstanding anything to the contrary contained herein, the foregoing subordination of this Lease shall be conditioned on the holder of any such underlying lease or holder of any mortgage or the beneficiary under any such trust deed is herein called entering into a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” subordination, non-disturbance and the lessor under any such lease is herein called a “Ground Lessor.”attornment agreement ("SNDA") This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee with Lessee substantially in the form attached hereto as Exhibit H (G. With respect to any mortgage encumbering the “SNDA”). Tenant agrees to execute and Office Building Area on the date hereof, Lessor shall deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute sameon the date hereof. Tenant agrees to execute and deliver to Landlord such further instruments consenting to Lessor represents that there are no ground or confirming similar underlying leases currently affecting the subordination real property of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlPremises are a part.

SUBORDINATION OF LEASE. Landlord Subject to Section 20.1 and this Section 20.2, this Agreement and any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber 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 every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such 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 a mortgage or trust deed the Buildingprovisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenant. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times 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 any Mortgage evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA terms, conditions and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.covenants as

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with execute and deliver a mortgage or trust deed in the nature of a mortgage against the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back . If requested by the Land, mortgagee or trustee under any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed, Tenant will, at the option of such mortgagee or trustee, either (a) subordinate its interest in this Lease to such mortgage or trust deed, and to any and all advances made thereunder and to the interest thereon, and to all renewals, replacements and extensions thereof, provided that such mortgagee or trustee shall agree concurrently therewith, pursuant to a non-disturbance and attornment agreement executed in recordable form, so long as no Default then exists or no event which, with notice or passage of time or both, would constitute a Default then exists under this Lease, that this Lease shall not be terminated nor shall Tenant's use, possession or enjoyment of the Premises be interfered with nor shall the leasehold estate granted in this Lease be affected in any way by the giving of a deed in lieu of foreclosure or the foreclosure of or any action or proceeding instituted under such mortgage or trust deed, or (b) make Tenant's interest in this Lease superior. (Any Subject to the immediately preceding sentence, Tenant will execute and deliver such agreement or agreements as may be reasonably required by such mortgage or trustee. In addition, if any mortgage or trust deed is herein called foreclosed or a “Mortgage” deed in lieu of foreclosure is given to the mortgagee or trustee thereunder (or its designee), (i) the liability of the mortgagee or trustee thereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as landlord under this Lease shall exist only so long as such trustee, mortgagee, purchaser or owner is the owner of the Building and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of such mortgagee or trustee, Tenant will agree to become tenant and attorn to the holder new owner or landlord after the purchase at any foreclosure sale thereunder or the giving of a deed in lieu of foreclosure on the same terms and conditions of this Lease, and will execute such instruments as may be necessary or appropriate to evidence such agreement, provided that such mortgagee, trustee, new owner or landlord shall agree pursuant to a non-disturbance and attornment agreement executed in recordable form, so long as no Default then exists or event which, with notice or passage of time or both, would constitute a Default then exists under this Lease, that this Lease shall not be terminated nor shall Tenant's use, possession or enjoyment of the Premises be interfered with nor shall the leasehold estate granted in this Lease be affected in any way by the giving of a deed in lieu of foreclosure or the foreclosure of or any action or proceeding instituted under such mortgage or the beneficiary under any such trust deed is herein called a “Mortgageedeed.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the ProjectThis Lease, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the all rights of Tenant ---------------------- hereunder are and shall be and are hereby expressly made subject to and subordinate at to all times mortgages, trust deeds in the nature of a mortgage (both referred to any Mortgage hereafter as "mortgages"), and to any Ground Lease ground leases, which may now or hereafter existing, affect or encumber the Property and/or the Building and/or any of such leases (whether or not such mortgages shall also cover other lands and/or buildings and/or leases). This subordination shall likewise apply to each and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances every advance made or hereafter to be made upon the security thereofunder such mortgages, to all renewals, modifications, replacements and extensions of such leases and such mortgages and to spreaders and consolidation of such mortgages. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease This Section shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights self-operative and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement no further instrument of subordination shall be upon required. However, in confirmation of such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord subordination, Tenant shall obtain a Subordinationpromptly execute, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute acknowledge and deliver any instrument that Landlord, the SNDA lessor, or the holder of any mortgage (or their respective successors-in- interest) may reasonably request to evidence such current First Mortgagee and subordination. If Tenant fails to pay execute, acknowledge or deliver any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord instrument within ten (10) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s receipt 's attorney-in-fact, which appointment is agreed to be coupled with an interest, to execute and deliver any such instruments for and on behalf of such written requestTenant. In Any lease to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Lease" and the event lessor of a Superior Lease is hereinafter referred to as a "Superior Lessor"; and any mortgage to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Mortgage"; and any mortgagee 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 conflict between mortgage, if the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlmortgagee thereunder so requests.

SUBORDINATION OF LEASE. This Lease, and all rights of Tenant hereunder, are subject and subordinate to all ground leases of the Premises now or hereafter existing and 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. This subordination shall apply to each and every advance made, or to be made, under such Mortgages; to all renewals, modifications, replacements and extensions of such Mortgages; and to "spreaders" and consolidations of such Mortgages. This Section 6.1 shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall from time to time execute, acknowledge and deliver any instrument that Landlord may have heretofore from time to time reasonably require in order to evidence or may hereafter encumber confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within twenty (20) days after request therefor, and Tenant fails to notify Landlord within such twenty (20) day period of when such delivery will be made, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is coupled with a mortgage or trust deed an interest, to execute and deliver any such instruments for and on behalf of Tenant. Tenant acknowledges that this Lease has been (and, in the Building, the Land, the Project, any part thereof or any interest thereinfuture, may sell 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 subject and lease back subordinate is hereinafter referred to as a "Superior Lease," the Landlessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and the lessee thereunder, or a "Superior Lessee"; and any part of the Project, Mortgage to which this Lease is subject and may encumber the leasehold estate under such subordinate is hereinafter referred to as a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “"Superior Mortgage” ," and the holder of any such mortgage or the beneficiary under any such trust deed a Superior Mortgage is herein called hereinafter referred to as a “"Superior Mortgagee.” Any such lease of " Notwithstanding the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground foregoing, this Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to may be made upon senior to the security thereoflien of any Superior Mortgage, if and only if the Superior Mortgagee thereunder so requests. So Notwithstanding the foregoing, so long as Tenant is not in Default default hereunder, Landlord and Tenant agree that Tenant’s covenant 's possession of the Premises pursuant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination terms of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may shall not be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controldisturbed.

SUBORDINATION OF LEASE. Subject to Landlord may have heretofore or may hereafter encumber with delivering to Tenant a mortgage or trust deed the Buildingsubordination, the Land, the Project, any part thereof or any interest therein, may sell non-disturbance and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. attornment agreement (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.SNDA”) This lease from its present Fee Mortgagee and the rights any subsequent Fee Mortgagee or Overlandlord on such fee Mortgagee’s or Overlandlord’s form of Tenant hereunder SNDA, this Lease is and shall be and are hereby expressly made subject to and subordinate at all times to (a) any Underlying Lease and to any amendment, modification, renewal or extension thereof and (b) any Fee Mortgage and to any Ground Lease now or hereafter existing, each and every advance made thereunder and to all amendmentsrenewals, modifications, renewalsamendments, extensionsconsolidations, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security extension thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease This clause shall be conditioned upon self-operative and with the Mortgageeexception of the SNDA, no further instrument of subordination shall be required. Tenant shall have the right to negotiate the terms of the SNDA with Landlord’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Fee Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a SubordinationOverlandlord, Nondisturbance and Attornment Agreement from it being understood that after the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination expiration of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after from Tenant’s receipt of such written requesta draft SNDA, Tenant shall execute the form provided by Landlord’s Fee Mortgagee or Overlandlord. Landlord represents that there is no current Fee Mortgage on the Property. In the event of any conflict between act or omission by Landlord which would or may give Tenant the terms right to terminate this Lease or to claim a partial or total eviction, Tenant shall not exercise any such right until (a) it has given notice thereof to Landlord, and provisions to any Overlandlord or Fee Mortgagee whose names and addresses have been furnished to Tenant and (b) a reasonable period of time for remedying such act or omission shall have elapsed following such giving of notice during which the parties to whom such notice has been given, or any of them, have not commenced with reasonable diligence the remedying of such act or omission. With reference to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to an Overlandlord or Fee Mortgagee, Tenant agrees: (i) that the execution thereof by Landlord, and the acceptance thereof by such Overlandlord or Fee Mortgagee, shall never be treated as an assumption by such Overlandlord or Fee Mortgagee of any of the SNDA obligations of Landlord hereunder unless such Overlandlord or Fee Mortgagee shall, by notice sent to Tenant, specifically otherwise elect; and (ii) that, except as aforesaid, such Fee Mortgagee or Overlandlord shall be treated as having assumed Landlord’s obligations hereunder only, in the case of a Fee Mortgagee, upon foreclosure by such Fee Mortgagee and the terms taking of possession of the Premises or, in the case of an Underlying Lease, the assumption of Landlord’s position hereunder by such Overlandlord. In no event shall the acquisition of title to the Building by a purchaser which, simultaneously therewith, leases the entire Building back to the seller thereof be treated as an assumption, by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to such seller-lessee, and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors from time to time in title, for performance of Landlord’s obligations hereunder. For all purposes, such seller-lessee, and assignsits successors in title, shall be the terms landlord hereunder unless and provisions of the SNDA until Landlord’s position shall controlhave been assumed by such purchaser-lessor.

SUBORDINATION OF LEASE. Landlord may have heretofore This Lease, and all rights of Tenant hereunder are and shall be subject and subordinate to all ground leases of the Property now or may hereafter encumber with existing and to all mortgages, or trust deeds in the nature of a mortgage (both collectively referred to hereafter as "mortgages"), which may now or trust deed hereafter affect or encumber the BuildingProperty and/or the Building and/or any of such ground leases (whether or not such mortgages shall also cover other lands and/or buildings and/or leases). This subordination shall likewise apply to each and every advance made, or hereafter to be made, under such mortgages; to all renewals, modifications, replacements and extensions of such leases and such mortgages; and to spreaders and consolidations of such mortgages. This Section 23 shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such ground lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage (or the beneficiary under their respective successors-in-interest), may request in order to evidence such subordination. If Tenant fails to execute, acknowledge or deliver any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord instrument within ten (10) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s receipt 's attorney-in-fact, which appointment is agreed to be coupled with an interest, to execute and deliver any such instruments for and on behalf of such written requestTenant. In Any lease to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Lease" and the event lessor of a Superior Lease is hereinafter referred to as a "Superior Lessor"; 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 conflict between mortgage, if the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlmortgagee thereunder so requests.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage or trust deed affect the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the LandLeased Property, or any part portion thereof, or any improvements thereon and/or any of the Projectsuch leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 and are hereby expressly made (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 subordinate at all times 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 Mortgage 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 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 (a) comply with the provisions of SECTION 5.1.2(b), and (b) 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 Ground Lease now mortgage, lien or hereafter existinglease in respect of the Leased Property, and to all amendments, modifications, renewals, extensions, consolidations and replacements or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundercomply with subsections (a) and (b) above, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or This Agreement as the same may hereafter encumber be modified, amended or extended, and all of Tenant’s right, title and interest in and to the Leased Property, and all rights and privileges of Tenant in and to the Leased Property are hereby and shall at all times be subject and subordinate to the First Mortgage Lien and all liens and security interests securing payment of the First Mortgage Loan, and to the lien of all renewals, modifications, consolidations, replacements, substitutions and extensions of the First Mortgage Loan and of the First Mortgage Loan Documents, and to the rights, privileges, and powers of Landlord hereunder accruing to the Mortgagee, so that at all times the First Mortgage Lien shall be and remain a lien on the Leased Property prior and superior to this Agreement for all purposes; provided, however, that the Mortgagee enters into a written non-disturbance agreement with Tenant (in recordable form if a mortgage Memorandum of this Agreement has been recorded) in form and substance mutually acceptable to and approved by both Tenant and Mortgagee, such acceptance and approval not to be unreasonably withheld, conditioned or trust deed delayed, which non-disturbance agreement is not rejected, repudiated, nullified or terminated in any Federal or state bankruptcy, insolvency or similar proceeding of the BuildingMortgagee thereunder. In such non-disturbance agreement the Mortgagee shall agree (A), notwithstanding any default under any of the First Mortgage Loan Documents, that the Tenant’s possession of the Leased Property, the Land, the Project, any part thereof or any interest therein, may sell Tenant’s rights and lease back the Land, or any part of the Project, privileges under this Agreement and may encumber the leasehold estate granted under this Agreement shall not be disturbed, terminated or otherwise adversely affected by the exercise of any right or remedy under or arising out of any of the First Mortgage Loan Documents (including, without limitation, a foreclosure action or proceeding), and (B) that if it or a purchaser at any foreclosure of any of the First Mortgage Loan Documents, or the recipient of or grantee under a deed in lieu of foreclosure, succeeds to Landlord's interest in the Leased Property that it (or such a sale purchaser, recipient or grantee) shall take title to the Leased Property subject to this Agreement, provided in each case that no Event of Default by Tenant then exists and leaseback arrangement is continuing which would, pursuant to the terms of this Agreement and applicable Legal Requirements, permit Landlord to terminate this Agreement. Upon Notice from Landlord, Tenant shall execute and deliver an agreement, in form and substance reasonably required by Mortgagee and reasonably acceptable to Mortgagee and Tenant, confirming the subordination of this Agreement to the First Mortgage Lien subject to and including the non-disturbance agreement in accordance with a the provisions of the preceding sentence of this Section 20.2. The First Mortgage Lien and any mortgage or deed of trust deed. (Any such mortgage or trust deed to which this Agreement is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage” and the holder holder, trustee or beneficiary of any such mortgage or the beneficiary under any such trust deed a Superior Mortgage is herein called a “Superior Mortgagee.” Any such lease ”. If any Superior Mortgagee or the 1240817 nominee or designee of any Superior Mortgagee or any successful purchaser at any foreclosure of the Land Superior Mortgage, shall succeed to the Landlord's interest under this Agreement by reason of a default by Landlord under, or other part of the Project is herein called enforcement of, the First Mortgage Loan Documents (any such person, a “Ground Lease” and Successor Landlord”), in no event shall Successor Landlord have any liability under this Agreement which accrued prior to the lessor date such Successor Landlord shall succeed to the interest of Landlord under this Agreement (but the foregoing shall not exculpate, or be construed or interpreted as exculpating, the Successor Landlord from liability for any such lease is herein called a “Ground Lessor.”) This lease and obligation under this Agreement which arises following the date that the Successor Landlord succeeded to the rights of Landlord under this Agreement), nor any liability for claims, offsets or defenses which Tenant hereunder might have had against Mortgagee as Landlord under this Agreement prior to the date such Successor Landlord shall succeed to the interest of Landlord under this Agreement (provided, however, that the Successor Landlord shall be liable for and are hereby expressly made subject to claims, offsets and subordinate at all times defenses which arise following the date that the Successor Landlord succeeded to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereofrights of Mortgagee as Landlord under this Agreement). So long as Tenant is not in Default hereunder, Landlord and Tenant hereby agree that upon conveyance of title to the Leased Property, to the Successor Landlord, Tenant shall attorn to the Successor Landlord and shall continue to perform all of Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under the terms of this Lease upon an attornment Agreement with respect to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current the Leased Property, and commercially reasonable form thereof. the Successor Landlord shall obtain a Subordinationaccept such attornment, Nondisturbance and Attornment Agreement from all in accordance with the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination terms of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlAgreement.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell This Lease is and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease all mortgages, deeds of trust or land leases now existing upon or that may be hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereofplaced upon the Premises, and to all advances made or hereafter to be made upon thereon, and all renewals, modifications, consolidations, replacements or extensions thereof, and the security thereof. So lien of any such mortgages, deeds of trust and land leases shall be superior to all rights hereby or hereunder vested in Tenant, to the full extent of all sums secured thereby; provided, however, that each such mortgage, deed of trust or land lease now or hereafter encumbering the Premises shall provide by its terms, or the holder of such mortgage or deed of trust, or the lessor under such land lease, shall by a separate agreement agree that, in the event of foreclosure of such mortgage or deed of trust, or the termination of such land lease by reason of default, Tenant shall remain undisturbed under this Lease so long as Tenant is not in Default complies with all of the terms, obligations and conditions hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease . This provision shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights self-operative, and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement 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, Tenant shall upon request of Landlord or the holder of any such Mortgagee’s mortgage, deed of trust, or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordinationland lease, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days any instrument acknowledging such subordination that Landlord or such holder may reasonably request. Tenant agrees to attorn to any person or entity who may acquire title to the Premises by way or transfer or foreclosure provided that such transferee or purchaser agrees to recognize Tenant's rights under the Lease so long as Tenant is not in default is any of its obligations hereunder. Tenant shall also, within twenty (20) days after TenantLandlord’s receipt request, execute an attornment agreement evidencing the obligations of Tenant herein to attorn to such written requestmortgagee in the event of a future succession of the rights of Landlord herein to any mortgagee, deed of trust holder or land lessor of the Premises. In the event of any conflict between the terms act or omission of Landlord constituting a default by Landlord, Tenant shall not exercise any remedy until Tenant has given Landlord and provisions any mortgagee, deed of trust holder or land lessor of the SNDA Premises a prior thirty (30) day written notice of such act or omission and until a reasonable period of time to allow Landlord or the terms 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 provisions of this Article 20in good faith, as between Tenant and the current First Mortgagee, its successors and assignsbe remedied within such thirty (30) day period, the terms Landlord and provisions 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 SNDA same with due diligence and in good faith within said thirty (30) day period. Nothing herein contained shall controlbe construed or interpreted as requiring any mortgagee, deed of trust holder or land lessor to remedy such act or omission.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage or trust deed affect the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the LandLeased Property, or any part portion thereof, or any improvements thereon and/or any of the Projectsuch leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 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 are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the BuildingTenant agrees that this Lease is and shall be subject and subordinate to all ground leases, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Landmortgages, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage other encumbrances now placed or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested placed in writing by Landlord the future upon the Building or real property on which the Building is located, and Tenant further agrees that within ten (10) days after Tenant’s receipt being requested in writing to do so by Landlord, any Mortgagee or the lessor under any ground lease, Tenant will execute, sign, acknowledge and deliver any documents reasonably required to confirm such subordination. The foregoing subordination is expressly conditioned upon Tenant being granted in such subordination agreement the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in default hereunder, notwithstanding any mortgage foreclosure or termination of ground lease. In addition to and not in derogation of the subordination set forth above, in the event of the termination of any ground lease or in the event of the institution of any foreclosure proceedings, Tenant agrees, upon request of the ground lessor, the mortgagee, or any purchaser at foreclosure sale, as the case may be, (1) to attorn and pay rent, and (2) to execute a new lease with such written requestground lessor, mortgagee, trustee or purchaser for the remainder of the Term upon the same terms and conditions as set forth herein. In the event mortgagee, or ground lessor shall elect to have this Lease prior to the lien of its mortgage or ground lease and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or ground lease. Tenant agrees that no entry under any conflict between such ground lease, mortgage or sale for the terms and provisions purpose of foreclosing the same shall (i) be regarded as an eviction of the SNDA and Tenant, constructive or otherwise, (ii) give Tenant any right to terminate this Lease, whether it attorns or becomes tenant of the terms and provisions ground lessor, mortgagee, or purchaser or not, or (iii) give Tenant any claim against such ground lessor, mortgagee or purchaser for any breach hereunder by Landlord occurring prior to the action of this Article 20entry, foreclosure and/or sale, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlapplicable.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell This Lease is and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease all mortgages, deeds of trust or land leases now existing upon or that may be hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereofplaced upon the leased premises, and to all advances made or hereafter to be made upon thereon, and all renewals, modifications, consolidations, replacements or extensions thereof, and the security thereof. So lien of any such mortgages, deeds of trust and land leases shall be superior to all rights hereby or hereunder vested in Tenant, to the full extent of all sums secured thereby; provided, however, that each such mortgage, deed of trust or land lease now or hereafter encumbering the leased premises shall provide by its terms, or the holder of such mortgage or deed of trust, or the lessor under such land lease, shall by a separate agreement agree that, in the event of foreclosure of such mortgage or deed of trust, or the termination of such land lease by reason of default, Tenant shall remain undisturbed under this Lease so long as Tenant is not in Default complies with all of the terms, obligations and conditions hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease . This provision shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights self-operative, and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement 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, Tenant shall upon request of Landlord or the holder of any such Mortgagee’s mortgage, deed of trust, or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordinationland lease, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days any instrument acknowledging such subordination that Landlord or such holder may reasonably request. Tenant agrees 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 Tenant's rights under the Lease so long as Tenant is not in default in any of its obligations hereunder. Tenant shall also, within ten (10) days after Tenant’s receipt Landlord's request, execute an attornment agreement evidencing the obligations of Tenant herein to attorn to such written requestmortgagee in the event of a future succession of the rights of Landlord herein to any mortgagee, deed of trust holder or land lessor of the leased premises. In the event of any conflict between the terms act or omission of Landlord constituting a default by Landlord, Tenant shall not exercise any remedy until Tenant has given Landlord and provisions any mortgagee, deed of trust holder or land lessor of the SNDA leased premises a prior thirty (30) day written notice of such act or omission and until a reasonable period of time to allow Landlord or the terms 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 provisions of this Article 20in good faith, as between Tenant and the current First Mortgagee, its successors and assignsbe remedied within such thirty (30) day period, the terms Landlord and provisions 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 SNDA same with due diligence and in good faith within said thirty (30) day period. Nothing herein contained shall controlbe construed or interpreted as requiring any mortgagee, deed of trust holder or land lessor to remedy such act or omission.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage or trust deed affect the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the LandLeased Property, or any part portion thereof, or any improvements thereon and/or any of the Projectsuch leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 65 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 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 are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage or trust deed affect the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the LandLeased Property, or any part portion thereof, or any improvements thereon and/or any of the Projectsuch leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and may encumber to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the leasehold estate lessor under any such a sale and leaseback arrangement with a mortgage lease or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 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 are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect the Leased Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust deed the Buildingshall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 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 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 are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord Subject to Section 20.1 and this Section 20.2, any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect the Leased Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust deed the Buildingshall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This Section 20.2 shall be self operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to, is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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, such Successor Landlord shall have the option either to terminate this Agreement or to recognize Tenant's rights under this Agreement as herein provided and, in such latter event, Tenant hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times 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 any Mortgage evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree upon all of the terms, conditions and covenants as are set forth in this Agreement, except that Tenant’s covenant the Successor Landlord (unless formerly the landlord under this Agreement or its nominee, designee or Affiliate) shall not be (a) liable in any way to subordinate Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Lease 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, credited or delivered to the Successor Landlord), (c) subject to any future Mortgage counterclaim or Ground setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease shall or Mortgage, or by any previous prepayment of Minimum Rent or Participating 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 conditioned upon done by the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations Landlord under this Lease upon an attornment Agreement to such Mortgagee or Ground Lessor render the Leased Property ready for occupancy by Tenant which agreement shall be upon 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 Mortgagee’s Person claims by, through or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from under the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)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, if Tenant has been requested to attorn, Landlord agrees to provide Tenant with an instrument of non-disturbance and deliver the SNDA to attornment from each such current First Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed Subject to Section 22.1 above and the Buildinglast paragraph of this Section 22.2, the Landapplicable Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the applicable 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 every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This Section shall be self-operative and no further instrument of subordination shall be required. in confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed subordination. Any lease to which the applicable Lease is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to, is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which the lessor under any such lease applicable Lease is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 the applicable Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existingrecognize such Successor Landlord as Tenant's landlord under the applicable Lease, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to all amendmentsevidence such attornment. Upon such attornment, modifications, renewals, extensions, consolidations the applicable Lease shall continue in full force and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree upon all of the terms, conditions and covenants as are set forth in the applicable Lease, except that the Successor Landlord (unless formerly the landlord under the applicable Lease 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 the applicable Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant’s covenant , (c) subject to any counterclaim or set off which theretofore accrued to Tenant against Landlord, (d) bound by any modification of the applicable Lease 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 the 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 the applicable Lease to render the applicable Leased Property ready for occupancy by Tenant, or (g) required to 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 time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid. Tenant's obligation to subordinate this the applicable Lease and Tenant's rights hereunder to any future Superior Mortgage or Ground Superior Lease and to attorn to any Successor Landlord, shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Landlord obtaining from any Superior Mortgagee or Ground Lessor Superior Landlord, an agreement which shall be executed by Tenant and such Superior Mortgagee or Superior Landlord which agreement shall provide in substance that so long as no Event of Default exists as would entitle Landlord or any such Superior Mortgagee or Superior Landlord to terminate the applicable Lease or would cause, without any further action of Landlord or such Superior Mortgagee or Superior Landlord, the termination of the applicable Lease or would entitle Landlord or such Superior Mortgagee or Superior Landlord to dispossess Tenant, the applicable Lease shall not be upon such Mortgagee’s terminated nor shall Tenant's use, possession or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordinationenjoyment of the applicable Leased Property, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between accordance with the terms and provisions of the SNDA and applicable Lease, be interfered with, nor shall the terms and leasehold estate granted by the applicable Lease be affected in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with such Superior Mortgage or Superior Lease, or in the event such Superior Mortgagee or Superior Landlord takes possession of the applicable Leased Property pursuant to any provisions of this Article 20such Superior Mortgage or Superior Lease, as between Tenant and unless Landlord or such Superior Mortgagee or Superior Landlord would have had such right of termination pursuant to the current First Mortgagee, its successors and assigns, applicable Lease. Such agreement shall be in form customarily used by the terms and provisions holder of the SNDA shall controlany such Superior Mortgage or Superior Lease.

SUBORDINATION OF LEASE. Landlord may have heretofore This Lease, and all rights of Tenant hereunder are and shall be subject and subordinate to all ground leases of the Property now or may hereafter encumber with existing and to all mortgages, or trust deeds in the nature of a mortgage (both collectively referred to hereafter as "mortgages"), which may now or trust deed hereafter affect or encumber the BuildingProperty and/or the Building and/or any of such ground leases (whether or not such mortgages shall also cover other lands and/or buildings and/or leases). This subordination shall likewise apply to each and every advance made, or hereafter to be made, under such mortgages; to all renewals, modifications, replacements and extensions of such leases and such mortgages; and to spreaders and consolidations of such mortgages. This Section 23 shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such ground lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage (or the beneficiary under their respective successors-in-interest), may request in order to evidence such subordination. If Tenant fails to execute, acknowledge or deliver any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord instrument within ten (10) days after request therefore, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s receipt 's attorney-in-fact, which appointment is agreed to be coupled with an interest, to execute and deliver any such instruments for and on behalf of such written requestTenant. In Any lease to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Lease" and the event lessor of a Superior Lease is hereinafter referred to as a "Superior Lessor"; 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 conflict between mortgage, if the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlmortgagee thereunder so requests.

SUBORDINATION OF LEASE. Landlord may have heretofore or This Agreement, as the same may hereafter encumber with a mortgage be modified, amended or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Projectextended, and may encumber all of Tenant’s right, title and interest in and to the leasehold estate under such a sale Leased Property, and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” all rights and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights privileges of Tenant hereunder shall be in and to the Leased Property are hereby expressly made subject to and subordinate shall at all times be subject and subordinate to any the First Mortgage Lien and to any Ground Lease now or hereafter existingall liens and security interests securing payment of the First Mortgage Loan, and to all amendmentsrenewals, modifications, renewalsconsolidations, extensionsreplacements, consolidations substitutions and replacements thereofextensions of the First Mortgage Loan and the First Mortgage Loan Documents and the rights, privileges, and powers of Mortgagee thereunder, so that at all times the First Mortgage Lien shall be and remain a lien on the Leased Property prior and superior to this Agreement for all advances made or hereafter purposes. Upon Notice from Landlord, Tenant shall execute and deliver an agreement, in form and substance reasonably required by Mortgagee, subordinating this Agreement to be made upon the security thereofFirst Mortgage Lien. So long as Tenant is not in Default hereunderNotwithstanding the foregoing, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to shall, in connection with the negotiation of any future First Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and Loan Documents, use commercially reasonable form thereof. Landlord shall obtain efforts to cause the relevant Mortgagee to execute a Subordinationsubordination, Nondisturbance non-disturbance and Attornment Agreement from the current First Mortgagee attornment agreement substantially in the form attached hereto as Exhibit H Schedule 21.2. The First Mortgage Lien and 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 a “Superior Mortgagee.” If any Superior Mortgagee or the nominee or designee of any Superior Mortgagee or any successful purchaser at any foreclosure of the Superior Mortgage shall succeed to the rights of Landlord under this Agreement (the any such person, a “SNDASuccessor Landlord”), in no event shall the Successor Landlord have any liability under this Agreement prior to the date such Successor Landlord shall succeed to the interest of Landlord under this Agreement, nor any liability for claims, offsets or defenses which Tenant might have had against the Mortgagee as Landlord under this Agreement prior to the date such Successor Landlord shall succeed to the interest of Landlord under this Agreement. Landlord and Tenant agrees hereby agree that upon conveyance of title to execute the Leased Property to the Successor Landlord, Tenant shall attorn to the Successor Landlord and deliver shall continue to perform all of Tenant’s obligations under the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination terms of this Lease Agreement with respect to any Mortgage the Leased Property in accordance with the terms of this Agreement. Provided, however, in the case of a foreclosure or a deed in lieu of foreclosure and the conveyance of title to any Ground Lease the Leased Property in connection therewith, the obligations of Guarantor under the Guaranty which accrue from and containing after the date of such other provisions which may conveyance shall be requested in writing by Landlord extinguished and of no further force and effect. Notwithstanding the foregoing, Tenant shall be under no obligation to so attorn unless the Successor Landlord, within ten twenty (1020) days after Tenant’s receipt the date of obtaining title pursuant to such written request. In the event of any conflict between the terms and provisions foreclosure, assumes all of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions obligations of the SNDA Landlord under this Agreement which arise from and after the date of foreclosure, pursuant to a written assumption agreement which shall controlbe delivered to Tenant.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed Provided that Tenant receives the BuildingSNDA required under this Section 20.2, the Land, the Project, this Agreement and any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the all rights of Tenant hereunder are, and shall be and are hereby expressly made be, subject to and subordinate at (as applicable) to (i) any ground or master lease entered into by Landlord and all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations modifications and replacements thereofthereof (collectively, "Superior Leases") and (ii) all Encumbrances entered into by Landlord which may now or hereafter affect the Leased Property or any portion thereof or any improvements thereon, whether or not such Encumbrances shall also cover other lands and/or buildings and/or leases, to all advances each and every advance made or hereafter to be made upon under such Encumbrances, and to all renewals, modifications, replacements and extensions of such Encumbrances and all consolidations of such Encumbrances (collectively "Superior Mortgages"). Furthermore, if any lessor under any Superior Lease (a "Superior Lessor") or the security thereofholder, trustee or beneficiary of a Superior Mortgage (a "Superior Mortgagee") shall succeed to the rights of Landlord under this Agreement (such person, a "Successor Landlord") whether through possession or foreclosure or delivery of a new lease or deed, or otherwise, at such Successor Landlord's request, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Agreement. So long This section shall be self operative and no further instrument of subordination shall be required. In confirmation of such subordination and attornment, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, any Superior Lessor or any Superior Mortgagee or any of their respective successors in interest may reasonably request to evidence such subordination and/or attornment. Simultaneously with Landlord subjecting the Leased Property or any portion thereof to any Superior Lease or Superior Mortgage, and as Tenant is not in Default a condition to the subordination of Tenant's estate hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage shall cause the Superior Landlord or Ground Lease shall be conditioned upon the Superior Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from as the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to preparecase may be, negotiate and execute same. Tenant agrees to execute and deliver to Tenant a recordable subordination, nondisturbance and attornment agreement (the "SNDA") on such Superior Landlord's or Superior Mortgagee's standard form; provided, however, that such standard form shall not impose any additional obligations or burdens on Tenant which are not otherwise provided for in this Agreement. Pursuant to such SNDa, Tenant and such Superior Landlord or Superior Mortgagee shall agree that in the event such Superior Landlord, Superior Mortgagee or the nominee, designee or successor or assign of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement and become a "Successor Landlord", whether through possession or successful bid at foreclosure or other similar action or delivery of a new lease or deed, or otherwise, then (a) this Agreement and Tenant's leasehold estate shall not be disturbed or affected thereby and shall remain in full force and effect as a lease between Successor Landlord and Tenant and (b) Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under 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 Affiliate, nominee or designee) shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (ii) 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), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (iv) 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 due date hereunder, which was not approved in writing by the Superior Landlord or Superior Mortgagee thereto, (v) 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, (vi) 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 (vii) 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. The SNDA shall further instruments consenting provide, and each Superior Landlord, Superior Mortgagee and any Successor Landlord shall agree and 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 confirming Awards received by any of them and required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In Agreement thereto, the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20mortgagee, lienholder or lessor, as between Tenant and applicable, shall expressly agree, for the current First Mortgageebenefit of Tenant, its successors and assignsto make such payments, the terms and provisions of the SNDA which agreement shall controlbe embodied in an instrument in form reasonably satisfactory to Tenant.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the BuildingSubject to Section 16.01, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Projectthis Lease, and may encumber the leasehold estate any and all rights of Tenant hereunder, are and shall be subject and subordinate to any Facility Mortgage, and all renewals, extensions, modifications, consolidations and replacements thereof, and to each and every advance made or hereafter to be made under any such a sale Facility Mortgage. This section shall be self-operative and leaseback arrangement with a mortgage no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed is herein called a “Mortgagee.” Any subordination. Tenant shall not unreasonably withhold its consent to any amendment to this Lease reasonably required by such lease of the Land lender, provided that such amendment does not (a) increase Tenant's Rent obligations or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to any Mortgage and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default financial obligations hereunder, Landlord and Tenant agree that or (b) have a material adverse effect upon Tenant’s covenant to subordinate this Lease to any future Mortgage 's rights hereunder, or Ground Lease shall be conditioned upon the Mortgagee’s (c) materially increase Tenant's non-economic obligations hereunder, or Ground Lessor’s agreement to recognize Tenant’s rights and (d) decrease Landlord's obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereofhereunder. Landlord shall obtain a Subordination, Nondisturbance exercise commercially reasonable efforts to require any future Facility Mortgagee to provide Tenant with notice and Attornment Agreement from an opportunity to cure landlord defaults under the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)Facility Mortgage. Tenant agrees to execute and deliver the SNDA to such current First Mortgagee and to pay shall have no obligations under any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of Facility Mortgage other than those expressly set forth in this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written requestSection 16.02. In the event of a foreclosure of any conflict between Facility Mortgage by any Facility Mortgagee, Landlord and such Facility Mortgagee covenant and agree that they shall not disturb Tenant's or any subtenants' possession, use and enjoyment of the terms and Leased Premises during the Term, provided that there is no Default or Event of Default hereunder. Each Facility Mortgagee shall have an obligation to provide a non-disturbance agreement to Tenant; PROVIDED, HOWEVER, that any Facility Mortgagee shall have the right (subject to the provisions of the SNDA next paragraph) to terminate this Lease upon the foreclosure, deed in lieu of foreclosure or exercise of the power of sale with respect to the Leased Premises. In the event that any Facility Mortgagee or the nominee or designee of any Facility 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 Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not 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, except 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, 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 counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Lease subsequent to such Facility Mortgage, (e) liable to Tenant beyond the Successor Landlord's interest in the Leased Premises and the terms rents, income, receipts, revenues, issues and provisions profits issuing from the Leased Premises, (f) responsible for the performance of any work to be done by Landlord under this Article 20Lease to render the Leased Premises ready for occupancy by Tenant (subject to Landlord's obligations) or with respect to any insurance or Condemnation proceeds, or (g) required to remove any Person occupying the Leased Premises or any part thereof, except if such Person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlaforesaid.

SUBORDINATION OF LEASE. Landlord This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect the Leased Property or any - 61 - improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust deed the Buildingshall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to is herein called a “Ground Lease” "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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 hereunder 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 - 62 - 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 5.1.3(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 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 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 5.1.3(b), and are hereby expressly made subject (b) to and subordinate at all times 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 mortgage, lien or lease in respect of the Leased Property, or any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereundermake such payments, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord Subject to Section 20.1 and this Section 20.2, this Agreement, any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber 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 every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such 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, consistent with a mortgage or trust deed the Buildingprovisions of this Section 20.2 and otherwise in form and substance reasonably satisfactory to Tenant, the Landbenefits of which agreement shall also extend to any Leasehold Mortgagee. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed subordination. Any lease to which this Agreement is, at the time referred to, subject and 82 -75- subordinate is herein called "Superior Lease" and the lessor of a “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project time referred to, is herein called a “Ground Lease” "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the lessor under any such lease time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a “Ground Lessor.”) This lease and 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, such Successor Landlord shall recognize Tenant's rights under this Agreement as herein provided and Tenant hereunder shall be and are hereby expressly made subject attorn to and subordinate at all times 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 any Mortgage evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and to any Ground Lease now or hereafter existing, and to all amendments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon effect as a direct lease between the security thereof. So long as Tenant is not in Default hereunder, Successor Landlord and Tenant agree upon all of the terms, conditions and covenants as are set forth in this Agreement, except that Tenant’s covenant the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to subordinate Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Lease 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 future Mortgage counterclaim or Ground setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease shall 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, (f) responsible for the performance of any work to be conditioned upon done by the Mortgagee’s or Ground Lessor’s agreement 83 -76- Landlord under this Agreement to recognize Tenant’s rights and render the Leased Property ready for occupancy by Tenant (subject to Landlord's obligations under this Lease upon an attornment 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 Mortgagee person claims by, through or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from under the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”)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 deliver the SNDA Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such current First Superior Mortgagee and Superior Landlord in form and substance reasonably satisfactory to pay Tenant. Nothing contained in this Section 20.2 shall relieve Landlord from any and all reasonable fees and charges imposed liability to Tenant under this Agreement following the exercise of remedies by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First a Superior Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.

SUBORDINATION OF LEASE. Landlord may have heretofore or may hereafter encumber with a mortgage or trust deed the Building, the Land, the Project, any part thereof or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the Land or other part of the Project is herein called a “Ground Lease” and the lessor under any such lease is herein called a “Ground Lessor.”) This lease and the rights of Tenant hereunder shall be and are hereby expressly made accepts this Lease subject to and subordinate at all times to any Mortgage mortgage presently existing or later placed upon the Demised Premises or upon the Entire Premises and to any Ground Lease now or hereafter existing, renewals and to all amendments, modifications, renewals, extensions, consolidations and replacements extensions thereof, but Tenant agrees that any mortgagee shall have the right at any time to subordinate such mortgage to this Lease on such terms and subject to all advances made or hereafter to be made upon such conditions as the security thereofmortgagee may deem appropriate in its discretion. So long as Tenant Landlord is not in Default hereunderhereby irrevocably invested with full power and authority, Landlord and Tenant agree that Tenant’s covenant if it so elects at any time, to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned mortgage hereafter placed upon the Mortgagee’s Demised Premises or Ground Lessor’s agreement upon the Entire Premises, and Tenant agrees upon demand to recognize Tenant’s rights and obligations under execute such further instruments subordinating this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement as Landlord’s mortgagor may request. Such subordination shall be upon such Mortgageethe express condition that upon foreclosure, exercise of power of sale or other exercise of the mortgagee’s or Ground Lessorrights, Tenant’s then current and commercially reasonable form thereof. Landlord possession of the Demised Premises shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto not be disturbed so long as Exhibit H (the “SNDA”). Tenant agrees to execute and deliver the SNDA attorns to such current First Mortgagee mortgagee as Tenant’s Landlord and shall continue to pay any perform ail of the covenants and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination conditions of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after that Tenant’s receipt obligations to perform such covenants and conditions shall not be in any way diminished thereby. Notwithstanding the foregoing to the contrary, Landlord agrees to use its best efforts to assist Tenant in procuring a Non-Disturbance Agreement(s) in favor of such written request. In Tenant providing for the event non-disturbance from any ground lessor, mortgage holders or deed of trust beneficiaries under any conflict between ground lease, mortgage or deed of trust affecting the terms and provisions Demised Premises now in force or which comes into existence after the date of execution of this Lease but prior to the expiration of the SNDA Lease Term in consideration of, and the terms and provisions of as a condition precedent to, Tenant’s entering into this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall controlLease.

SUBORDINATION OF LEASE. Landlord Subject to Section 20.1 and this Section 20.2, this Agreement, any and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may have heretofore now or may hereafter encumber with a mortgage affect any Leased Property or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust deed the Buildingshall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the Land, the Project, lessor under any part thereof such lease or any interest therein, may sell and lease back the Land, or any part of the Project, and may encumber the leasehold estate under such a sale and leaseback arrangement with a mortgage or trust deed. (Any such mortgage or trust deed is herein called a “Mortgage” and the holder of any such mortgage or the trustee or beneficiary under of any deed of trust or any of their respective successors in interest may reasonably request to evidence such trust deed 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 “Mortgagee.” Any such lease of Superior Lease or its successor in interest at the Land or other part of the Project 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 “Ground Lease” 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, 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 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 Collective Leased Properties 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 any 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 any 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 lessor under any Ground Lease) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay, as and when required by the Purchase Agreement, to Tenant a pro rata portion of the Retained Funds (as such lease term is herein called a “Ground Lessor.”defined in the Purchase Agreement) This lease in accordance with the terms of the Purchase Agreement and this Agreement, including Article 15, if and to the extent that the rights of the Sellers under the Purchase Agreement with respect to such Retained Funds shall have been assigned to Tenant, (b) to pay to Tenant hereunder shall any amounts owed under Section 5.1.2(b), and (c) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be and are hereby expressly made subject paid to and subordinate at all times Tenant pursuant to the terms of this Agreement, and, as a condition to any Mortgage and to any Ground Lease now mortgage, lien or hereafter existinglease in respect of the Collective Leased Properties, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to all amendmentsmake such payments, modifications, renewals, extensions, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereof. So long as Tenant is not in Default hereunder, Landlord and Tenant agree that Tenant’s covenant to subordinate this Lease to any future Mortgage or Ground Lease shall be conditioned upon the Mortgagee’s or Ground Lessor’s agreement to recognize Tenant’s rights and obligations under this Lease upon an attornment to such Mortgagee or Ground Lessor by Tenant which agreement shall be upon such Mortgagee’s or Ground Lessor’s then current and commercially reasonable embodied in an instrument in form thereof. Landlord shall obtain a Subordination, Nondisturbance and Attornment Agreement from the current First Mortgagee in the form attached hereto as Exhibit H (the “SNDA”). Tenant agrees reasonably satisfactory to execute and deliver the SNDA to such current First Mortgagee and to pay any and all reasonable fees and charges imposed by such current First Mortgagee to prepare, negotiate and execute same. Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant’s receipt of such written request. In the event of any conflict between the terms and provisions of the SNDA and the terms and provisions of this Article 20, as between Tenant and the current First Mortgagee, its successors and assigns, the terms and provisions of the SNDA shall control.