Common use of SUBORDINATION OF LEASE Clause in Contracts

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder shall be and remain subject and subordinate to any 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 the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required notices.

SUBORDINATION OF LEASE. This Lessor reserves the right to subordinate this Lease and at all times to the estate lien of Tenant hereunder any mortgage, mortgages, trust deed or trust deeds now or hereafter in existence. Lessee agrees to execute, upon demand, such further instruments subordinating this Lease to the lien of any such mortgage, mortgages, trust deed or trust deeds as shall be and remain subject and subordinate to any 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 chargedesired by Lessor, or any reciprocal easement agreement mortgagees or other operating agreement and proposed mortgagees or trustees under trust deeds, upon condition that Lessee shall have the right to remain in possession of the Demised Premises under the terms of this Lease, notwithstanding any replacementdefault in any such mortgage, renewalmortgages, modification, consolidation trust deed or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to the rights of Tenant hereunder and all persons claiming through and under Tenanttrust deeds, or otherwiseafter foreclosure thereof, so long as Lessee is not in default under any of the Premises. Tenant's acknowledgement covenants, conditions and agreement of subordination provided for agreements contained in this Section Lease. As herein used, the term "foreclosure" shall be self-operative include both judicial proceedings and no further instrument the exercise of subordination shall be requireda power of sale under any mortgage or deed of trust without recourse to judicial proceedings. However, Tenant, on Tenant's behalf, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time If any mortgagee or trustee elects to time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over have this Lease and the subordination interest of this Lease thereto or to evidence Tenant's consent Lessee hereunder superior to any 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 interest or right and evidences such election by the holder of such Encumbrancewritten notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to have priority over any such Encumbrancemortgage or trust deed, whether this Lease is dated was executed before or after such mortgage or trust deed, and in this event such mortgagee or trustee shall have the same rights with respect to this Lease as if it had been executed and delivered prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use execution and occupancy delivery of the Premises mortgage or trust deed and had been assigned to such mortgagee or trustee. Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so long to do within ten (10) days after demand in writing, Lessee does hereby make, constitute and irrevocable appoint Lessor's agent as Tenant is not its attorney in default of any of fact and in its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesname, place and stead so to do.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1, this Agreement, any and the estate all rights of Tenant hereunder hereunder, are and shall be and remain subject and subordinate to any ground or master lease, deed and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, mortgage lien which may now or charge her after affect the Collective Leased Properties, or any reciprocal easement agreement of them, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other operating agreement which now encumber lands and/or buildings and/or leases, to each and every advance made or which at any time hereafter may encumber the Premises (to be made under such ground lease, deed mortgages and deeds 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 the rights all renewals, modifications, replacements and extensions of Tenant hereunder such leases and such mortgages and deeds of trust and all persons claiming through consolidations of such mortgages and under Tenant, or otherwise, in the Premisesdeeds of trust. Tenant's acknowledgement and agreement of subordination provided for in this Section This section shall be self-operative and no further instrument of subordination shall be required. HoweverIn confirmation of such subordination, Tenant(i) Tenant shall promptly execute, on Tenant's behalfacknowledge and deliver any instrument that Landlord, and on behalf of all persons claiming through and the lessor under Tenant, covenants and agrees that, from time to time at the request of Landlord any such lease or the holder of any Encumbrancesuch mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination, and (ii) the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any such deed of trust shall execute and deliver to Tenant a Non-Disturbance Agreement reasonably satisfactory to Tenant (taking into account, however, the reasonable requirements of the lessor or lender, including a lender becoming such in connection with a non-recourse securitized loan), including provisions with respect to insurance and casualty matters. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee." If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement with respect to one or more of the Collective Leased Properties, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant will shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Agreement with respect to one or more of the Collective Leased Properties, and shall promptly execute and deliver any necessary or proper instruments or certificates instrument that such Successor Landlord may reasonably necessary request to acknowledge or confirm evidence such attornment. Upon such attornment, this Agreement shall continue in full force and effect as a direct lease between the priority Successor Landlord and Tenant upon all of the Encumbrance over terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord's interest in the applicable Leased Property and the subordination rents, income, receipts, revenues, issues and profits issuing from such Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Lease thereto Agreement to render the applicable Leased Property ready for occupancy by Tenant, or (g) required to evidence 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 consent agreement to any Encumbrance. Notwithstanding the foregoingattorn, 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesaforesaid.

SUBORDINATION OF LEASE. This 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 estate 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 remain are hereby expressly made subject to and subordinate at all times to any 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 Mortgage and to the rights of Tenant hereunder and all persons claiming through and under Tenant, any Ground Lease now or otherwise, in the Premises. Tenant's acknowledgement 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 behalfhereafter existing, and on behalf of to all persons claiming through amendments, modifications, renewals, extensions, consolidations and under Tenantreplacements thereof, covenants and to all advances made or hereafter to be made upon the security thereof. Tenant agrees that, from time to time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary to Landlord such further instruments consenting to or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and confirming the subordination of this lease to any Mortgage and to any Ground Lease thereto or to evidence and containing such other provisions which maybe requested in writing by Landlord within ten (10) days after Tenant's consent to any 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 receipt of such election by the holder of such Encumbrance, 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. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticeswritten request.

SUBORDINATION OF LEASE. This The rights of the Tenant under this Lease and the estate of Tenant hereunder shall be and remain are subject and subordinate at all times to any all ground leaseleases and underlying leases, deed of trustif any, mortgage lien now or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber in force against the Premises (such ground leaseProperty, 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 the rights lien of Tenant hereunder and all persons claiming through and under Tenantany mortgages now or hereafter in force against such leases, the Land or the Building, or otherwiseall of them, and to all advances made or hereafter to be made, and to all renewals, modifications, amendments, consolidations, replacements and extensions thereof, provided that Tenant shall not be disturbed in its possession of the PremisesPremises and its other rights hereunder as long as Tenant is not in default under this Lease. Tenant's acknowledgement and agreement of subordination provided for in this This Section shall be is self-operative and no further instrument of subordination shall be required. HoweverAny mortgagee may, Tenanthowever, on Tenantelect to have this Lease be superior to its mortgage. At Landlord's behalf, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time to time at the request of Landlord or the holder of any Encumbrancerequest, Tenant will shall 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, any holder of an Encumbrance may elect to the extent possible a document in recordable form confirming that this Lease is subordinate (or at the mortgagee's election, superior) to any mortgage, provided that such document provides that Tenant shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrance, this Lease shall not be deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained disturbed in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy its possession of the Premises and its other rights under this Lease so long as Tenant is not in default thereunder. Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such documents where Tenant fails to execute any such documents within 10 days after request. Tenant, at the option of any mortgagee, agrees to attorn to such mortgagee in the event of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesa foreclosure sale or deed in lieu thereof.

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder shall be and remain subject and subordinate to any 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 agreement, encumbrance, restriction or declaration which now encumbers or which at any time hereafter may encumber the Premises and/or the Shopping Center (such document 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 the rights of Tenant hereunder and all persons claiming through and or under Tenant, or otherwise, in the PremisesPremises and Common Areas. Tenant's acknowledgement 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 ’s behalf, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time to time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's ’s consent to any Encumbrance. Notwithstanding Tenant agrees that, upon the foregoing, request of any holder of an Encumbrance may elect person succeeding to the extent possible that this Lease shall have priority over such Encumbrance and, upon notification interest of such election by Landlord as a result of the holder enforcement of such Encumbrance, this Lease shall be deemed to have priority over such any Encumbrance, whether this Lease is dated prior upon foreclosure sale or otherwise (the successor in interest being hereinafter referred to or subsequent to as the date of such Encumbrance. Notwithstanding anything to “Purchaser”), Tenant shall automatically become the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy tenant of the Premises so long as Purchaser, without changing the terms or other provisions of this Lease, Tenant is not in default of specifically waiving any of right which may exist under law to terminate the Lease. Tenant shall, upon request by the Purchaser, execute and deliver an instrument or instruments confirming its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesattornment.

SUBORDINATION OF LEASE. This Subject to execution, delivery and recording of a Recognition Agreement (defined below): this Lease is and the estate of Tenant hereunder shall be and remain subject junior and subordinate to any ground leasemortgage now or hereafter constituting a lien upon the Building and Land, deed of trustand, mortgage lien or charge or any reciprocal easement agreement or other operating agreement which now encumber or which in addition, Tenant will on request at any time hereafter may encumber or from time to time by any holder of a mortgage on all or any portion of the Premises (Building and Land subordinate this Lease and all of Tenant's rights and estate hereunder to such ground leasemortgage and to any renewals, deed of trustextensions, mortgage lien substitutions, refinancings, modifications or chargeamendments thereof, or declare this Lease to be prior to such mortgage and to any reciprocal easement renewals, extensions, substitutions, refinancings, modifications or amendments thereof, and agree with such holder that Tenant will attorn thereto in the event of foreclosure and that Tenant will not without the written consent of such holder amend this Lease or prepay any rental hereunder; Landlord shall obtain a written agreement or other operating agreement and from any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred to as an such holder ("EncumbranceLandlord's Mortgagee"). Any Encumbrance shall be prior , in a commercially reasonable and paramount customary form used by such holder, under which such holder recognizes and consents to this Lease and provides that, notwithstanding such mortgage or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting said mortgage, Tenant shall not be disturbed in peaceful enjoyment of the Premises nor shall this Lease be terminated or cancelled, nor shall the rights of Tenant hereunder and all persons claiming through and under Tenantbe materially affected thereby, or otherwise, except in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or event that the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary the Landlord's interest shall have the right to acknowledge or confirm the priority of the Encumbrance over terminate this Lease under the terms and the subordination of this Lease thereto or to evidence Tenant's consent to any 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesprovisions set forth herein (a "Recognition Agreement").

SUBORDINATION OF LEASE. This Lease Subject to Section 21.1 and the estate last paragraph of this Section 21.2, this Lease, and all rights of Tenant hereunder hereunder, are and shall be and remain subject and subordinate to any ground or master lease, deed and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, mortgage lien which may now or charge hereafter affect the Leased Property or any reciprocal easement agreement improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other operating agreement which now encumber lands and/or buildings and/or leases, to each and every advance made or which at any time hereafter may encumber the Premises (to be made under such ground lease, deed mortgages and deeds 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 the rights all renewals, modifications, replacements and extensions of Tenant hereunder such leases and such mortgages and deeds of trust and all persons claiming through consolidations of such mortgages and under Tenant, or otherwise, in the Premisesdeeds of trust. Tenant's acknowledgement and agreement of subordination provided for in this Section This section shall be self-operative and no further instrument of subordination shall be required. HoweverIn confirmation of such subordination, TenantTenant shall promptly execute, on Tenant's behalfacknowledge and deliver any instrument that Landlord, and on behalf of all persons claiming through and the lessor under Tenant, covenants and agrees that, from time to time at the request of Landlord any such lease or the holder of any Encumbrancesuch mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "Superior Landlord" and any mortgage or deed of trust to which this Lease is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this 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 will shall attorn to and recognize such Successor Landlord as Tenants landlord under this Lease and shall promptly execute and deliver any necessary or proper instruments or certificates instrument that such Successor Landlord may reasonably necessary request to acknowledge or confirm evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the priority Successor Landlord and Tenant upon all of the Encumbrance over 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, (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 or Percentage 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 Superior Mortgage or Superior Lease shall be conditioned upon Landlord obtaining from any Superior Mortgagee or 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 terminate this Lease or would cause, without any further action of Landlord or such Superior Mortgagee or Superior Landlord, the subordination termination of this Lease thereto or would entitle Landlord or such Superior Mortgagee or Superior Landlord to evidence dispossess Tenant's consent to any Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over not be terminated, nor shall Tenant's use, possession or enjoyment of the Leased Property, in accordance with the terms and provisions of this Lease, be interfered with, nor shall the leasehold estate granted by this Lease be affected in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with such Encumbrance andSuperior Mortgage or Superior Lease, upon notification or in the event such Superior Mortgagee or Superior Landlord takes possession of the Leased Property pursuant to any provisions of such election 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 holder of any such Encumbrance, this Lease shall be deemed to have priority over such Encumbrance, whether this Lease is dated prior to Superior Mortgage or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesSuperior Lease.

SUBORDINATION OF LEASE. This Lease and the estate rights of Tenant ---------------------- hereunder shall be and remain are hereby made expressly subject and subordinate at all times to the lien of any ground leasemortgage or trust deed now existing against the Property, deed of trust, mortgage lien and to all advances made or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber to be made upon the Premises (security thereof. Tenant agrees to execute and deliver 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 further instruments subordinating this Lease and to the rights lien of Tenant hereunder and all persons claiming through and under Tenant, any such mortgage or otherwise, trust deed as may be requested in the Premises. Tenant's acknowledgement 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, writing by Landlord from time to time at the request of Landlord or the holder of any Encumbrancetime. Tenant agrees that it will, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over by appropriate instrument, subordinate this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any Encumbrance. Notwithstanding future mortgage or trust deed imposed on the foregoingProperty, any holder of an Encumbrance may elect to the extent possible provided that this Lease shall have priority over such Encumbrance and, upon notification of such election by concurrently therewith the holder of such Encumbrancemortgage, or the trustee under the trust deed, shall deliver to Tenant, if requested in writing by Tenant, a Non-Disturbance Agreement in recordable form duly executed and acknowledged from the holder of each such mortgage, which Agreement shall expressly recognize Tenant's rights under 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. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises provide that so long as Tenant is not in default under this Lease or any amendments thereto, Tenant's possession of the Premises and its rights and privileges under the Lease or any renewal thereto shall not be diminished or interfered with by the holder of such mortgage and its successors or assigns. In the event any proceedings are brought to foreclose any mortgage or trust deed, Tenant will attorn to the purchaser upon any foreclosure sale and recognize such purchaser as the Landlord under this Lease. Tenant agrees to execute and deliver at any time any instrument to further evidence such attornment as may be requested in writing by any holder of such mortgage, or the trustee under any such trust deed. Tenant acknowledges that its title is and always shall be subordinate to the title of any owner of its obligations hereunder beyond the expiration Property and nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of any cure period after the giving owner of all required noticesthe Property, except if such encumbrance is a Permitted Lien.

SUBORDINATION OF LEASE. This The rights of the Tenant under this Lease and the estate of Tenant hereunder shall be and remain are subject and subordinate at all time to the lien of any and all mortgages, security deeds, deeds to secure debt or loan deeds in any amount or amounts whatsoever now or hereafter placed on Landlord's interest in the Project or the Building, or both, and to all advances made or hereafter to be made upon the security thereof. Although such subordination shall be self-operative, the Tenant shall execute such further instruments confirming such subordination as may be requested by the Landlord. If any such mortgage, security deed, deed to secure debt or loan deed shall be foreclosed, upon request to the mortgagee or the purchaser on foreclosure, the Tenant will recognize as the Landlord and new owner of the Building the purchaser on foreclosure sale thereunder (or purchaser by deed in lieu of foreclosure) and will execute such instruments as may be necessary or appropriate to evidence such attornment. Notwithstanding any of the above, Tenaxx xxxees that Landlord or his successor in interest shall have the right to declare this Lease prior and superior to any such mortgage, security deed, deed to secure debt or loan deed and Tenaxx xxxees, upon request, to execute any instrument or instruments requested by Landlord or such first mortgagee to confirm same. This Lease shall be subject and subordinate to any ground leaseall underlying leases and to security deeds which may now or hereafter affect such leases or the real property of which premises form a part, deed and also to all renewals, modifications, extensions, consolidations and replacements of trust, mortgage lien such underlying leases and such security deeds. Although no instrument or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber act on the Premises (such ground lease, deed part 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 Tenant shall be prior and paramount necessary to this Lease and to the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbranceeffectuate such subordinations, Tenant will will, nevertheless, execute and deliver any necessary or proper such further instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the confirming such subordination of this Lease thereto or to evidence Tenant's consent to any Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance as may elect to the extent possible that this Lease shall have priority over such Encumbrance and, upon notification of such election be desired by the holder holders of said security deeds or by any of the Landlords under such Encumbrance, this Lease shall be deemed underlying leases. If any underlying lease to have priority over such Encumbrance, whether which this Lease is dated prior to or subsequent subject terminates, Tenant shall on timely request attorn to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy owner of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesreversion.

SUBORDINATION OF LEASE. This (a) Subject to Xxxxxx’s receipt of an SNDA (as hereinafter defined), this Lease and the estate of Tenant hereunder shall be and remain subject and subordinate to the lien and terms of any ground leasemortgage, deed of trust, mortgage lien ground lease or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber the Premises similar encumbrance (such ground leasecollectively, 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 the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 behalfa “Mortgage”, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, the holder thereof from time to time at the request of Landlord or “Holder”) from time to time encumbering the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any 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 deemed to have priority over such EncumbrancePremises, whether this Lease is dated executed and delivered prior to or subsequent to the date of this Lease, unless the Holder shall elect otherwise, and to all recorded restrictions, covenants, easements and agreements with respect to the Land. If this Lease is subordinate to any Mortgage and the Holder or any other party shall succeed to the interest of Landlord pursuant to the Mortgage (such EncumbranceHolder or other party, a “Successor”), at the election of the Successor, Tenant shall attorn to the Successor and this Lease shall continue in full force and effect between the Successor and Tenant. Not more than fifteen (15) business days after Xxxxxxxx’s written request, Xxxxxx agrees to execute such instruments of subordination and attornment in confirmation of the foregoing agreement as the Holder or Successor reasonably may request, including, but not limited to, a Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) on the Holder’s then standard form for such agreement, or such other reasonable forms which may be proposed by any current or future Holder. If any such mortgage, security deed, deed to secure debt or loan deed shall be foreclosed, upon request of the mortgagee or the purchaser at foreclosure, Tenant shall attorn to the purchaser at any such foreclosure sale (or purchaser by deed in lieu of foreclosure) and recognize such purchaser as Landlord under this Lease and will execute such reasonable instruments as may be necessary or appropriate to evidence such attornment. Notwithstanding anything any of the above, Xxxxxx agrees that Landlord or its successor in interest shall have the right to declare this Lease prior and superior to any such mortgage, security deed, deed to secure debt or loan deed, and Xxxxxx agrees, upon request, to execute any reasonable instrument or instruments requested by Landlord or such first mortgagee to confirm same. The holder or holders of any such mortgage, security deed, deed to secure debt or loan deed are hereby made third party beneficiaries to this Lease for the contrary contained purposes of this Section 14. No notice requirement or cure or grace period provided in this Section 19.1Lease shall apply to Tenant’s obligation to timely deliver the SNDA. Landlord will use commercially reasonable, no holder of good faith efforts to obtain an SNDA from any Encumbrance shall disturb Tenant's use future Holder on such Holder’s standard SNDA form, or such other form as may be required by such Holder, and occupancy of the Premises which provides, inter alia, that so long as Tenant is not in default hereunder (beyond any applicable notice and cure period) and attorns to such mortgagee or any successor-in-title thereto in the event of any a foreclosure or deed-in-lieu of foreclosure, Tenant’s rights under this Lease, including its obligations hereunder beyond right of possession of the expiration of any cure period after the giving of all required noticesPremises, shall not be disturbed.

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder lease shall automatically be and remain subject and subordinate to any ground leasemortgage, encumbrance or deed of trust heretofore or hereafter placed upon the premises by Lessor, to any and all advances made or to be made thereunder, to the interest on the obligations secured thereby, and to all renewals, replacements and extensions thereof; provided, however, that in the event of foreclosure of any such mortgage or deed of trust or exercise of the power of sale thereunder, Lessee shall attorn to the purchaser at such foreclosure or sale, and recognize such purchaser as Lessor under this lease if so requested by such purchaser. Within ten days after request therefor by Lessor, or, in the event that upon Lessor's sale, assignment or hypothecation of the Lessor's interest in land or improvements which comprise the premises, an estoppel or offset statement shall be required from Lessee, Lessee shall deliver in recordable form a certificate to any purchaser, mortgagee under such mortgage, or to Lessor, certifying (if such be the case) that this lease is in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Lessee, and stating such other facts and conditions as may be reasonably required of Lessee. In the event Lessor is refinancing the premises, Lessee agrees to deliver a current financial statement to the proposed lender. If any mortgagee or beneficiary elects to have this lease superior to its mortgage or deed of trust and gives notice of its election to Lessee, then this lease shall thereupon become superior to the lien of such mortgage or deed of trust, whether this lease is dated or recorded before or after the mortgage lien or charge deed or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber the Premises (such ground leasetrust. Lessee shall execute promptly after demand, deed of trust, mortgage lien or without charge, or any reciprocal easement agreement or other operating agreement all forms, documents and any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred instruments required by Lessor to as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to carry out the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination terms of this Lease thereto or to evidence Tenant's consent to any 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesSection.

SUBORDINATION OF LEASE. This Lease Conditioned upon the beneficiary of any mortgages and/or deeds of trust now existing or hereafter placed upon the Leased Premises entering into a Subordination, Non-disturbance and the estate of Tenant hereunder shall be and remain subject and subordinate to any 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 Attornment Agreement (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 herein an "EncumbranceSNDA"). Any Encumbrance shall be prior ) with Tenant in which such beneficiary agrees not to disturb the possession and paramount to this Lease and to the other rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any in the performance of its obligations hereunder beyond hereunder, and, in the expiration event of the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Leased Premises under the terms and conditions of this Lease, Tenant accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or hereafter constituting a lien or charge upon the Leased Premises, provided, however, that if the mortgagee, trustee, or holder of any cure period such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Subject to the giving foregoing, Tenant, at any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of all required noticessubjecting and subordinating this Lease to the lien of any such mortgage or deed of trust. Upon Landlord's request, Tenant shall execute any SNDA submitted to Tenant if the form thereof is a type of form that is customarily given by institutional lenders and otherwise complies with this Article 18.

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder shall be and remain is subject and subordinate to any ground lease, deed mortgages which may now or hereafter be placed upon or affect the property or Building 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 leaseare a part, 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 all renewals, modifications, consolidations, replacements and extensions hereof, provided that the holder(s) of such mortgage(s) shall agree in writing not to disturb the possession of the Premises by Tenant or the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in material default (subject to applicable notice and cure rights in favor of any Tenant as contained in this Lease) in the performance of its obligations hereunder beyond thereunder and, in the expiration event of foreclosure, Tenant agrees to look solely to the mortgagee’s interest in the Property for the payment and discharge of any cure period 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. This clause shall be self-operative, and no further instrument or subordination shall be necessary unless requested by a mortgagee or the insuring title company, in which event Tenant shall sign, within five (5) business days after requested, such instruments and/or documents as the giving mortgagee and/or insuring title company reasonably request be signed (“SNDA”). In the event Tenant fails to execute an SNDA or an estoppel certificate as provided herein, Tenant hereby constitutes and appoints Landlord as its attorney-in-fact, with full power of substitution, to sign, execute, certify, acknowledge, deliver or record, where required or appropriate, in the name, place and stead of Tenant, all required noticessuch SNDAs and estoppel certificates for and on behalf of Tenant as may be required.

SUBORDINATION OF LEASE. This Lease shall be subject and subordinate ---------------------- at all times to all ground or underlying leases which may now exist or hereafter be executed affecting the Property, or any part thereof, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Property, or any part thereof, or on or against the Landlord's interest or estate therein, or on or against any ground or underlying lease (any of the foregoing being a "Superior Interest"), without the necessity of having further instruments on the part of the Tenant to effectuate such subordination. Notwithstanding the foregoing, the Tenant covenants and agrees to execute and deliver, upon demand, without charge, such further instruments in form reasonably acceptable to Tenant evidencing such subordination of this Lease to such ground or underlying leases and to the lien of any such mortgages or deeds of trust as may be requested by the Landlord. In the event of foreclosure or exercise of any power of sale under any mortgage or deed of trust superior to this Lease or to which this Lease is subject or subordinate, the Tenant shall upon demand attorn to the lessor under said ground or underlying lease, or to the purchaser at any foreclosure sale or sale pursuant to the exercise of any power of sale under any mortgage or deed of trust, in which event this Lease shall not terminate and the estate of Tenant hereunder shall automatically be and remain become the tenant of said lessor under said ground or underlying lease or of said purchaser, whichever shall make demand therefor. This Lease shall not be subject and or subordinate to any ground leaseor underlying lease or to any lien, mortgage, deed of trust, mortgage lien or charge or security interest hereafter affecting the Premises, nor shall Tenant be required to execute any reciprocal easement agreement documents subordinating this Lease, unless the ground lessor, lender, or other operating holder of the interest to which this Lease would be subordinated executes a recognition and nondisturbance 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 the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect to the extent possible i) provides that this Lease shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrance, this Lease shall not be deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises terminated so long as Tenant is not in material default under this Lease and (ii) recognizes all of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesTenant's rights hereunder.

SUBORDINATION OF LEASE. This Lease is and the estate of Tenant hereunder shall be and remain subject to and subordinate to any ground lease, deed of trust, mortgage lien and all mortgages now existing upon or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time that may be hereafter may encumber placed upon 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 Building and/or the Real Property and to the rights of Tenant hereunder all advances made or to be made thereon and all persons claiming through renewals, modifications, consolidations, replacements or extensions thereof and under Tenant, or otherwise, in the Premiseslien of any such mortgages to the full extent of all sums secured thereby. Tenant's acknowledgement and agreement of subordination provided for in this Section This provision shall be self-operative and no further instrument of subordination shall be requirednecessary to effectuate such subordination and the recording of any such mortgage shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording. HoweverIn confirmation of such subordination, Tenant, Lessee shall on Tenant's behalf, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time to time at the request of Landlord Lessor or the holder of any Encumbrance, Tenant will mortgage execute and deliver to Lessor within ten (10) days any necessary instrument that Lessor or proper instruments or certificates such holder may reasonably necessary request provided the same contains language substantially similar to acknowledge or confirm that set forth within the priority of the Encumbrance over next following paragraph, and to this end Lessee acknowledges that such instrument may also require certain additional reasonable affirmative obligations be undertaken by Lessee not heretofore set forth within this Lease and such as the subordination obligation of Lessee to notify the mortgage company granting the non-disturbance agreement described in the next following sentence in the event of a default by Lessor under this Lease thereto or to evidence Tenant's consent to any EncumbranceLease. Notwithstanding the foregoing, in the event of a foreclosure of any holder such mortgage or of an Encumbrance may elect to any other action or proceeding for the extent possible that this Lease shall have priority over such Encumbrance andenforcement thereof, upon notification or of such election by the holder of such Encumbranceany sale thereunder, this Lease will not be barred, terminated, cut off or foreclosed nor will the rights and possession of Lessee thereunder be disturbed if Lessee shall not then be deemed to have priority over such Encumbrancein default in the payment of rental or other sums or be otherwise in default under the terms of this Lease, whether this Lease is dated prior to or subsequent and Lessee shall attorn to the date of purchaser at such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1foreclosure, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticessale or other action or proceeding.

SUBORDINATION OF LEASE. This Lease Subject to Section 20.1, this Agreement, any and the estate all rights of Tenant hereunder hereunder, are and shall be and remain subject and subordinate to any ground or master lease, deed and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, mortgage lien which may now or charge hereafter affect the Collective Leased Properties, or any reciprocal easement agreement of them, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other operating agreement which now encumber lands and/or buildings and/or leases, to each and every advance made or which at any time hereafter may encumber the Premises (to be made under such ground lease, deed mortgages and deeds 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 the rights all renewals, modifications, replacements and extensions of Tenant hereunder such leases and such mortgages and deeds of trust and all persons claiming through consolidations of such mortgages and under Tenant, or otherwise, in the Premisesdeeds of trust. Tenant's acknowledgement and agreement of subordination provided for in this Section This section shall be self-operative and no further instrument of subordination shall be required. HoweverIn confirmation of such subordination, Tenant(i) Tenant shall promptly execute, on Tenant's behalfacknowledge and deliver any instrument that Landlord, and on behalf of all persons claiming through and the lessor under Tenant, covenants and agrees that, from time to time at the request of Landlord any such lease or the holder of any Encumbrancesuch mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination, and (ii) the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any such deed of trust shall execute and deliver to Tenant a Non-Disturbance Agreement reasonably satisfactory to Tenant (taking into account, however, the reasonable requirements of the lessor or lender, including a lender becoming such in connection with a non-recourse securitized loan), including provisions with respect to insurance and casualty matters. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "Superior Landlord" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee." If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement with respect to one or more of the Collective Leased Properties, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant will shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Agreement with respect to one or more of the Collective Leased Properties, and shall promptly execute and deliver any necessary or proper instruments or certificates instrument that such Successor Landlord may reasonably necessary request to acknowledge or confirm evidence such attornment. Upon such attornment, this Agreement shall continue in full force and effect as a direct lease between the priority Successor Landlord and Tenant upon all of the Encumbrance over terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord's interest in the applicable Leased Property and the subordination rents, income, receipts, revenues, issues and profits issuing from such Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Lease thereto Agreement to render the applicable Leased Property ready for occupancy by Tenant, or (g) required to evidence 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 consent agreement to any Encumbrance. Notwithstanding the foregoingattorn, 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesaforesaid.

SUBORDINATION OF LEASE. This Lease is, and the estate of Tenant hereunder shall be and remain be, subject and subordinate to any all ground lease, deed or underlying leases and to all present and future mortgages and/or deeds of trust, mortgage lien trust which may now or charge hereafter affect such leases or any reciprocal easement agreement or other operating agreement the real property of which now encumber or which at any time hereafter may encumber the Premises (such ground leaseform a part, 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 the rights of Tenant hereunder all renewals, modifications, consolidations, replacements and all persons claiming through and under Tenant, or otherwise, in the Premisesextensions thereof. Tenant's acknowledgement and agreement of subordination provided for in this Section This clause shall be self-operative and no further instrument of subordination shall need be requiredrequired by any ground landlord, mortgagee or trustee. However, Tenantin confirmation of such subordination, on TenantTenant shall execute and deliver to Landlord within ten (10) days, after Xxxxxxxx's behalfrequest, any certificate that Landlord may request. Tenant hereby irrevocably constitutes and appoints Landlord as Xxxxxx's attorney-in-fact to execute such certificate for and on behalf of all persons claiming through and under TenantXxxxxx. Provided, covenants and agrees thathowever, from time to time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any Encumbrance. Notwithstanding that notwithstanding the foregoing, the party secured by any holder such mortgage or deed of an Encumbrance may elect trust shall have the right to the extent possible that recognize this Lease shall have priority over such Encumbrance and, upon notification in the event of any foreclosure sale under such election by the holder mortgage or deed of such Encumbrancetrust, this Lease shall be deemed continue in full force and effect at the option of the party secured by such mortgage or deed of trust or the purchaser under any such foreclosure sale. Tenant covenants and agrees that it will, at the written request of the party secured by any such mortgage or deed of trust, execute, acknowledge and deliver any instrument that has for its purpose and effect the subordination of said mortgage or deed of trust to have priority over such Encumbrance, whether the lien of this Lease. Tenant agrees that neither the cancellation of termination of any ground or underlying lease to which either this Lease is dated prior to now or subsequent to may hereafter become subject or subordinate shall, by operation of law or otherwise, result in cancellation or termination of this Lease or the date obligations of such Encumbrance. Notwithstanding anything to Tenant hereunder, unless otherwise directed by the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesground landlord.

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder shall be and remain subject and subordinate at all times to the lien of all mortgages and deeds of trust securing any ground lease, deed of trust, mortgage lien amount now or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber encumbering Landlord’s interest in the Premises (such ground leaseor Building, deed all without the necessity 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 having further instruments executed on the rights part of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in order to effectuate such subordination. Upon the Premises. Tenant's acknowledgement 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 time at the written request of Landlord or the holder of any EncumbranceLandlord, Tenant will execute shall execute, acknowledge and deliver any necessary or proper to Landlord such further instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and evidencing the subordination of this Lease thereto to the lien of any such mortgages or to evidence Tenant's consent deeds of trust as may be required by Landlord, and Tenant shall attorn to any Encumbrance. Notwithstanding such mortgagee or beneficiary under any mortgage or deed of trust in the foregoingevent of a foreclosure or a deed in lieu of foreclosure, or other purchaser or a grantee in respect thereof; provided, however, that each mortgagee or beneficiary under any holder such mortgage or deed of an Encumbrance may elect trust, or purchaser or grantee in respect thereof, shall agree not 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to terminate or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy ’s possession of the Premises so under this Lease in the event of a foreclosure of such mortgage or deed of trust or a deed in lieu thereof, as long as Tenant is not in default under this Lease at such time. Notwithstanding the foregoing, any mortgagee or beneficiary under a mortgage or deed of trust may at any time subordinate its mortgage or deed of its obligations hereunder beyond the expiration trust to this Lease in all or in part, without Tenant’s consent, by execution of any cure period after the giving a written instrument subordinating such mortgage or deed of all required notices.trust to this Lease, in which case this Lease shall be deemed prior to such mortgage or deed of trust without regard to their respective dates of execution, delivery and/or recording. ​

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder lease shall be and remain subject and subordinate at all times to any all ground lease, deed of trust, mortgage lien or charge underlying leases which may now exist or hereafter be executed affecting the premises or any reciprocal easement agreement building in which the premises is located or other operating agreement the land upon which now encumber the premises 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 said building is situated and to the rights lien of any mortgages and deeds of trust (and any amendments thereof or thereto) in any amount or amounts whatsoever now or hereafter placed on or against the premises or building in which the premises is located or land on which the premises or said building is situated, or on or against Landlord's interest or estate herein or on or against any ground or underlying lease, without the necessity of having further instruments on the part of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any Encumbranceeffectuate such subordination. Notwithstanding the foregoing, any holder Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination of an Encumbrance may elect this lease to such ground or underlying leases and to the extent possible lien of any such mortgages or deeds of trust as may be required by Landlord. If any mortgagee or beneficiary under a deed of trust elects to have this lease superior to its mortgage or deed of trust, then upon delivery of notice thereof to Tenant by Landlord, this lease shall be superior to the lien of any such mortgage or deed of trust. Tenant hereby appoints Landlord the Attorney-in-Fact of Tenant irrevocably to execute and deliver any instrument or instruments for or in the name of Tenant required to effectuate any of the foregoing. Tenant agrees upon not less than ten (10) days prior request by Landlord to execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease shall lease is unmodified and in full force and effect, (or if there have priority over such Encumbrance been modifications that the same are in full force and effect as modified and stating the modifications) and, if so, the dates to which the rent and other charges have been paid in advance, if any, it being intended that any such statement delivered pursuant to this paragraph 22 may be relied upon notification by any prospective purchaser, mortgagee, or beneficiary under any deed of such election by the holder of such Encumbrance, this Lease shall be deemed trust or any assignee or successor to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesthereof.

SUBORDINATION OF LEASE. This Lease EXHIBIT 10.43 Conditioned upon the beneficiary of any mortgages and/or deeds of trust now existing or hereafter placed upon the Leased Premises entering into a Subordination, Non-disturbance and the estate of Tenant hereunder shall be and remain subject and subordinate to any 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 Attornment Agreement (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 herein an "EncumbranceSNDA"). Any Encumbrance shall be prior ) with Tenant in which such beneficiary agrees not to disturb the possession and paramount to this Lease and to the other rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any in the performance of its obligations hereunder beyond hereunder, and, in the expiration event of the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Leased Premises under the terms and conditions of this Lease, Tenant accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or hereafter constituting a lien or charge upon the Leased Premises, provided, however, that if the mortgagee, trustee, or holder of any cure period such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Subject to the giving foregoing, Tenant, at any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of all required noticessubjecting and subordinating this Lease to the lien of any such mortgage or deed of trust. Upon Landlord's request, Tenant shall execute any SNDA submitted to Tenant if the form thereof is a type of form that is customarily given by institutional lenders and otherwise complies with this Article 18.

SUBORDINATION OF LEASE. This Lease Subject to Section 19.1 and the estate this Section 19.2, this Agreement, any and all rights of Tenant hereunder hereunder, are and shall be and remain subject and subordinate to any ground or master lease, deed and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, mortgage lien which may now or charge hereafter affect the Leased Property or any reciprocal easement agreement improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other operating agreement which now encumber lands and/or buildings and/or leases, to each and every advance made or which at any time hereafter may encumber the Premises (to be made under such ground lease, deed mortgages and deeds 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 the rights all renewals, modifications, replacements and extensions of Tenant hereunder such leases and such mortgages and deeds of trust and all persons claiming through consolidations of such mortgages and under Tenant, or otherwise, in the Premisesdeeds of trust. Tenant's acknowledgement and agreement of subordination provided for in this Section This section shall be self-operative and no further instrument of subordination shall be requiredrequired provided that Tenant has received a nondisturbance and attornment agreement from each Superior Mortgagee and/or Superior Landlord, consistent with the provisions of this Section 19.2 and otherwise in form and substance reasonably satisfactory to Tenant. HoweverIn confirmation of such subordination, TenantTenant shall promptly execute, on Tenant's behalfacknowledge and deliver any instrument that Landlord, and on behalf of all persons claiming through and the lessor under Tenant, covenants and agrees that, from time to time at the request of Landlord any such lease or the holder of any Encumbrancesuch mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, Tenant will execute at the time referred to, subject and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease subordinate is herein called "Superior Lease" and the subordination lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "Superior Landlord" and any mortgage or deed of trust to which this Lease thereto Agreement is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or to evidence Tenant's consent to any Encumbrance. Notwithstanding the foregoing, any holder beneficiary 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required notices.a Superior Mortgage is

SUBORDINATION OF LEASE. This Lease Subject to this Section 15.2, this Agreement, any and the estate all rights of Tenant hereunder hereunder, are and shall be and remain 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 ground leaseimprovements thereon, deed to each and every advance made or hereafter to be made under such mortgages, deeds to secure debt, and deeds 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 (and to all renewals, modifications, replacements and extensions of such ground leasemortgages, deed deeds to secure debt, and deeds of trust and all consolidations of such mortgages, deeds to secure debt, and deeds 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 the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement and agreement of subordination provided for in this Section This section shall be self-operative and no further instrument of subordination shall be requiredrequired provided that Tenant has received a nondisturbance and attornment agreement from each Project Mortgagee consistent with the provisions of this Section 15.2 and otherwise in form and substance reasonably satisfactory to Tenant. HoweverIn confirmation of such subordination, TenantTenant shall promptly execute, on acknowledge and deliver any instrument that Landlord, the holder of any such mortgage or deed to secure debt, the trustee or beneficiary of any deed of trust, or any of their respective successors in interest may reasonably request to evidence such subordination. Any mortgage, deed to secure debt, 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 a "Superior Mortgagee." If any Superior Mortgagee or the nominee or designee of any 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 behalfrights 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 behalf the part of all persons claiming through 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 and under Tenantwhich remain unfunded by such Successor Landlord, covenants (c) bound by any modification of this Agreement subsequent to such Superior Mortgage, or 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 beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property. Tenant agrees that, at any time and from time to time at the request to execute a suitable instrument in confirmation of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent agreement to any Encumbranceattorn as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary Nothing contained in this Section 19.1, no holder 15.2 shall relieve Landlord from any liability to Tenant under this Agreement following the exercise of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesremedies by a Superior Mortgagee.

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder Lease, at Lessor's option, shall be and remain subject and subordinate to any 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 leasemortgage, deed of trust, mortgage lien or charge, or any reciprocal easement agreement other hypothecation for security now or other operating agreement hereafter placed upon the real property of which the Premises are a part and to any replacementand all advances made on the security thereof and to all renewals, renewalmodifications, modificationconsolidating, consolidation or extension thereof being hereinafter referred replacements and extensions thereof. Notwithstanding such subordination, Lessee's rights to quiet possession of the Premises shall not be disturbed if Lessee is not in default and so long as an "Encumbrance"). Any Encumbrance Lessee shall be prior pay the rent and paramount to observe and perform all of the provisions of this Lease, unless this Lease and is otherwise terminated pursuant to its terms. If any mortgagee, trust beneficiary or ground lessor shall elect to have this Lease prior to the rights lien of Tenant hereunder and all persons claiming through and under Tenantits mortgage, deed of trust or otherwise, in the Premises. Tenant's acknowledgement 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 behalfground lease, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time shall give written notice thereof to time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any 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 EncumbranceLessee, this Lease shall be deemed prior to have priority over such Encumbrancemortgage, deed of trust, or ground lease, whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. Lessee agrees to execute any documents required to effectuate such Encumbrance. Notwithstanding anything subordination or to make this Lease prior to the contrary contained in this Section 19.1, no holder lien of any Encumbrance shall disturb Tenantmortgage, deed of trust or ground lease, as the case may be, and failing to do so within ten (10) days after written demand, does hereby make, constitute and irrevocably appoint Lessor as Lessee's use attorney in fact and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesLessee's name, place and stead, to do so.

SUBORDINATION OF LEASE. This Lease, any memorandum of this Lease and the estate of Tenant Tenant’s interest hereunder shall be and remain subject and subordinate to any ground leaseMortgage or other security instrument presently recorded or hereafter placed upon the Leased Premises by Landlord, deed of trustand to any and all advances made or to be made thereunder, mortgage lien to the interest thereon, and all renewals, replacements and extensions thereof; provided, however, that such subordination shall not be effective unless and until Landlord shall cause any such Mortgage or charge other security instrument (or a separate contemporaneous or subsequent instrument in recordable form duly executed by Lender and delivered to Tenant) to include commercially reasonable subordination, non-disturbance and attornment provisions (“SNDA Provisions”), which Tenant will execute and deliver, without cost to Landlord or Lender. Such SNDA Provisions shall provide, among other matters, that if any foreclosure proceedings are initiated by Lender or any reciprocal easement agreement other party or a deed in lieu is granted, such Lender or other operating agreement which now encumber or which at any time hereafter may encumber the Premises party (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 the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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, its own behalf and on behalf of all persons claiming through any or purchaser at a foreclosure sale), grantee of a deed in lieu, or other successor to Landlord shall agree to accept this Lease and not disturb Tenant’s occupancy or other rights under Tenantthis Lease, covenants so long as no Event of Default exists and agrees thatis continuing, from time to time at the and Tenant shall agree, upon written request of Landlord any such holder or the holder of any Encumbrancepurchaser at foreclosure sale, Tenant will to attorn and pay Rent to such party and to execute and deliver any instruments reasonably necessary or proper instruments appropriate to evidence or certificates reasonably necessary effectuate such attornment. The SNDA Provisions shall also include such other commercially reasonable provisions requested by Lender. However, in the event of attornment, Lender shall not be: (a) liable for any obligations, offsets, defenses or claims accruing prior to acknowledge Lender becoming landlord under this Lease pursuant to such attornment; (b) bound by any payment of Base Rent, Additional Rent or confirm the priority other payments, made by Tenant under this Lease for more than one (1) month in advance; (c) bound by any material amendment, modification, assignment, subletting or other Transfer of the Encumbrance over this Lease and (other than a Permitted Transfer), made without the subordination prior written consent of this Lease thereto Lender; or (d) liable for any deposit, reserve or escrow that Tenant may have given to evidence Tenant's consent Landlord which has not been transferred to any EncumbranceLender. 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, Any Mortgage executed contemporaneously with this Lease shall be deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to recorded after the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy recording of the Premises so long as Tenant is not Memorandum of Lease described in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesSection 40.

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder shall be and remain subject and subordinate to the lien of any ground lease, deed of trust, mortgage lien bank or charge or any reciprocal easement agreement institutional or other operating agreement which mortgage or mortgages now encumber or which at any time hereafter may encumber in force against the Premises (such ground leasePremises, 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 all advances made upon the rights of Tenant hereunder and all persons claiming through and under Tenantsecurity thereof, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or that the holder of any Encumbrance, Tenant will such mortgage shall execute and deliver to Tenant an agreement (“SNDA Agreement”), in the form attached hereto as Exhibit E or such other form reasonably satisfactory to Landlord, Tenant and the holder of any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over such mortgage, providing that such holder will recognize this Lease and not disturb Tenant's possession of the subordination Premises in the event of foreclosure if Tenant is not then in default hereunder beyond any applicable cure period. Tenant agrees, upon receipt of such SNDA Agreement, to execute such further reasonable instrument(s) as may be necessary to subordinate this Lease thereto or to evidence Tenant's consent to any Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect to the extent possible lien of any such mortgage. The term “mortgage” shall include deeds of trust or any other similar hypothecations. In the event that this Lease any mortgagee of Landlord shall have priority over such Encumbrance andacquire possession of the Premises upon foreclosure, upon notification or by deed in lieu of such election foreclosure, or by the holder of such Encumbranceany other means, this Lease Tenant shall be deemed to have priority over made a full and complete attornment to such Encumbrance, whether mortgagee so as to establish direct privity between such mortgagee and Tenant; all rights and obligations of Tenant under this Lease is dated shall continue in full force and effect and shall be enforceable by and against Tenant with the same force and effect as if the Lease had originally been made and entered into directly by and between such mortgagee as the Landlord thereunder and Tenant; provided, however, that (a) such mortgagee shall not be: (i) liable for any act or omission of Landlord occurring prior to such mortgagee succeeding to Landlord’s interest under the Lease, including, without limitation, any offsets or subsequent defense claimed by Tenant to payment of rent arising from events occurring prior to such mortgagee’s succeeding to Landlord’s interest; (ii) bound by any rent or additional rent which Tenant paid to Landlord for more than one (1) month in advance; (iii) bound by any modification or amendment of the date Lease made without such mortgagee’s consent; (b) such mortgagee shall recognize and accept the rights of Landlord and its mortgagee and shall thereafter assume the obligations of Landlord under the Lease in respect to obligations under the Lease thereafter falling due; and (c) if requested by such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1mortgagee, no holder of Tenant shall enter into a new lease with such mortgagee, or any Encumbrance shall disturb Tenant's use and occupancy other owner of the Premises so long as Tenant is not in default Landlord for the remaining term of any of its obligations hereunder beyond this Lease and otherwise on the expiration of any cure period after same terms and conditions and with the giving of all required noticessame options then remaining.

SUBORDINATION OF LEASE. This Lease Subject to Section 21.1 and the estate last paragraph of this Section 21.2, this Lease, and all rights of Tenant hereunder hereunder, are and shall be and remain subject and subordinate to any ground or master lease, deed and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, mortgage lien which may now or charge hereafter affect the Leased Property or any reciprocal easement agreement improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other operating agreement which now encumber lands and/or buildings and/or leases, to each and every advance made or which at any time hereafter may encumber the Premises (to be made under such ground lease, deed mortgages and deeds 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 the rights all renewals, modifications, replacements and extensions of Tenant hereunder such leases and such mortgages and deeds of trust and all persons claiming through consolidations of such mortgages and under Tenant, or otherwise, in the Premisesdeeds of trust. Tenant's acknowledgement and agreement of subordination provided for in this Section This section shall be self-operative and no further instrument of subordination shall be required. HoweverIn confirmation of such subordination, TenantTenant shall promptly execute, on Tenant's behalfacknowledge and deliver any instrument that Landlord, and on behalf of all persons claiming through and the lessor under Tenant, covenants and agrees that, from time to time at the request of Landlord any such lease or the holder of any Encumbrancesuch mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "Superior Landlord" and any mortgage or deed of trust to which this Lease is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this 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 will shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any necessary or proper instruments or certificates instrument that such Successor Landlord may reasonably necessary request to acknowledge or confirm evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the priority Successor Landlord and Tenant upon all of the Encumbrance over 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, (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 or Percentage 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 Superior Mortgage or Superior Lease shall be conditioned upon Landlord obtaining from any Superior Mortgagee or 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 terminate this Lease or would cause, without any further action of Landlord or such Superior Mortgagee or Superior Landlord, the subordination termination of this Lease thereto or would entitle Landlord or such Superior Mortgagee or Superior Landlord to evidence dispossess Tenant's consent to any Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect to the extent possible that this Lease shall have priority over not be terminated, nor shall Tenant's use, possession or enjoyment of the Leased Property, in accordance with the terms and provisions of this Lease, be interfered with, nor shall the leasehold estate granted by this Lease be affected in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with such Encumbrance andSuperior Mortgage or Superior Lease, upon notification or in the event such Superior Mortgagee or Superior Landlord takes possession of the Leased Property pursuant to any provisions of such election 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 holder of any such Encumbrance, this Lease shall be deemed to have priority over such Encumbrance, whether this Lease is dated prior to Superior Mortgage or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesSuperior Lease.

SUBORDINATION OF LEASE. This Lease Subject to SECTION 21.1, this Agreement, any and the estate all rights of Tenant hereunder hereunder, are and shall be and remain 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 Property, or any of them, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other 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, provided that, with respect to any such lease, mortgage or deed of trust, mortgage lien Landlord shall deliver to Tenant an agreement by such lessor 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 holder in a commercially reasonable form to the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. effect that Tenant's acknowledgement and agreement rights hereunder shall not be disturbed by such lessor or holder so long as there exists no Event of subordination provided for in this Section Default. This section shall be self-operative and no further instrument of subordination shall be required. HoweverIn confirmation of such subordination, TenantTenant shall promptly execute, on Tenant's behalfacknowledge and deliver any instrument that Landlord, and on behalf of all persons claiming through and the lessor under Tenant, covenants and agrees that, from time to time at the request of Landlord any such lease or the holder of any Encumbrancesuch mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate, is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "SUPERIOR MORTGAGEE". If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement, 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 will shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Agreement, and shall promptly execute and deliver any necessary or proper instruments or certificates instrument that such Successor Landlord may reasonably necessary request to acknowledge or confirm evidence such attornment. Upon such attornment, this Agreement shall continue in full force and effect as a direct lease between the priority Successor Landlord and Tenant upon all of the Encumbrance over terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Agreement; (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant; (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord; (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Minimum Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto; (e) liable to Tenant beyond the Successor Landlord's interest in the Property and the subordination rents, income, receipts, revenues, issues and profits issuing from the Property; (f) responsible for the performance of any work to be done by the Landlord under this Lease thereto Agreement to render the Property ready for occupancy by Tenant; or (g) required to evidence remove any Person occupying the 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 consent agreement to any Encumbrance. Notwithstanding the foregoingattorn, 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesaforesaid.

SUBORDINATION OF LEASE. This Subject to the following provisions of this Paragraph 16(a), Tenant agrees that this Lease and the estate of Tenant hereunder shall be and remain subject and subordinate to the lien of any ground leaseMortgage, deed and Tenant agrees, upon demand by Landlord or its Lender, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, including, but not limited to a Subordination, Non-Disturbance and Attornment Agreement in the form attached as Exhibit "E" hereto. So long as no Event of trustDefault shall be outstanding, mortgage lien or charge or Tenant's tenancy hereunder shall not be disturbed nor shall this Lease be affected by any reciprocal easement agreement default under such Mortgage, and in the event of a foreclosure or other operating agreement which now encumber or which at enforcement of any time hereafter may encumber the Premises (such ground lease, deed of trust, mortgage lien or chargeMortgage, or any reciprocal easement agreement or other operating agreement and any replacementsale in lieu thereof, renewal, modification, consolidation or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance the purchaser at such foreclosure sale shall be prior and paramount bound to Tenant for the Term of this Lease and to any extensions thereof, the rights of Tenant hereunder shall expressly survive, and this Lease shall in all persons claiming through respects continue in full force and under Tenanteffect so long as no Event of Default by Tenant has occurred and is continuing, provided, however, that any such transferee shall not be (i) bound by any payment of Basic Rent or otherwiseAdditional Rent made more than one (1) month in advance, except prepayments in the Premises. Tenant's acknowledgement and agreement nature of subordination provided security for in the performance by Tenant of its obligations under this Section shall be self-operative and no further instrument Lease, but only to the extent such prepayments have been delivered to such transferee, (ii) bound by any amendment of subordination shall be required. However, Tenant, on Tenant's behalf, and on behalf this Lease made without the written consent of all persons claiming through and under Tenant, covenants and agrees that, from time to time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority each Mortgage existing as 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, 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1amendment, no holder (iii) liable for damages for any breach, act or omission of any Encumbrance prior landlord, (iv) liable for any default by prior landlord under the Lease, or (v) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest under this Lease, such transferee shall disturb Tenant's use and occupancy agree to perform in accordance with the terms of this Lease all obligations of Landlord arising after the Premises so date of transfer. So long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force (and provided that Tenant is not in default of any of its obligations hereunder beyond applicable periods of notice and cure or, if Tenant is in such default, Landlord is not exercising its remedies hereunder), all Proceeds and Awards shall be permitted to be used for Restoration in accordance with the expiration provisions of any cure period after the giving of all required noticesthis Lease.

SUBORDINATION OF LEASE. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, Tenant agrees that this Lease and the estate of Tenant Tenant's tenancy hereunder are and shall be and remain automatically subject and subordinate at all times to (a) any ground leaseunderlying leases that may now exist or hereafter be executed affecting the Building or the Real Property or both, (b) the lien of any mortgage deed of trusttrust or similar security instrument that may now exist or hereafter be executed in any amount for which the Building, 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 chargeReal Property, 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 the rights of Tenant hereunder and all persons claiming through and under Tenantunderlying leases, or otherwise, Landlord's interest or estate in the Premises. Tenant's acknowledgement and agreement any 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 behalfsaid items is specified as security, and on behalf (c) all renewals, modifications, consolidations, replacements and extensions of all persons claiming through and under Tenant, any of the foregoing. Tenant covenants and agrees that, from time to time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver deliver, upon demand by Landlord and in the form requested by Landlord, any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and additional documents evidencing the subordination of this Lease thereto with respect to any such ground lease or underlying lease, or the lien of any such mortgage or deed of trust. If Tenant fails to evidence execute such instruments within thirty (30) days after written request therefor, Landlord is hereby appointed Tenant's consent attorney-in-fact to execute, acknowledge and deliver any and all such instruments for an on behalf of Tenant. Landlord will at Tenant's written request, attempt to obtain a Non Disturbance Agreement from all current or future mortgagees of the Building or Real Property which recognizes such lessor or mortgagee, as the case may be, and, among other things, provides that, notwithstanding any default with respect to any Encumbrance. Notwithstanding the foregoingunderlying lease, mortgage or any holder foreclosure thereof, Tenant's possession and right of an Encumbrance may elect use under this Lease in and to the extent possible that Premises shall not be disturbed by such lessor or mortgagee, if Tenant attorns to such, unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have priority over been terminated in accordance with the provisions of this Lease. Any and all costs involved in obtaining such Encumbrance and, upon notification a Non Disturbance Agreement will be the sole responsibility of such election by the holder of such Encumbrance, 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. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required notices.

SUBORDINATION OF LEASE. This Lease Subject to the terms of this ARTICLE XIV, this Lease, and the estate all rights of Tenant hereunder hereunder, are and shall be and remain subject and subordinate to any ground leaselease of the Premises, deed and all renewals, extensions, modifications and replacements thereof, and to all mortgages, deeds of trust, mortgage security interests and similar encumbrances (collectively, a “Mortgage”) which may now or hereafter affect the Premises, whether or not such Mortgage 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 to all renewals, modifications, replacements and extensions of such leases and such Mortgages and all consolidations of such Mortgages, provided that Landlord shall obtain a non- disturbance agreement for the benefit of Tenant (including its successors and assigns) that shall provide, in substance, at least as follows: (i) that neither the Superior Lessor, Superior Mortgagee, nor any other holder of such lien on the Building and/or the Premises, shall name or charge join Tenant (or its assigns or subtenants) as a party-defendant or otherwise in any reciprocal easement agreement suit, action or other operating agreement which now encumber proceeding to enforce its liens or which at any time hereafter may encumber the Premises (such ground lease, deed of trust, mortgage lien or chargeclaims nor will this Lease, or any reciprocal easement agreement or other operating agreement and any replacementthe Term hereof, renewal, modification, consolidation or extension thereof being hereinafter referred to be terminated (except as an "Encumbrance"). Any Encumbrance shall be prior and paramount to this Lease and to permitted by the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination provisions of this Lease thereto or Lease) unless required to evidence Tenant's consent to any Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect to the extent possible do so by Legal Requirements; (ii) that this Lease (or any rights hereunder) shall have priority over such Encumbrance and, upon notification of such election not in any event be materially and adversely affected by the holder Superior Lessor, Superior Mortgagee, the applicable Superior Lease or Superior Mortgage, by the enforcement of such Encumbrance, this Lease shall be deemed to have priority over such Encumbrance, whether this Lease is dated prior to or subsequent any rights given to the date of such Encumbrance. Notwithstanding anything Superior Lessor or Superior Mortgagee pursuant to the contrary terms, covenants, rights or conditions contained in this Section 19.1such Superior Lease or Superior Mortgage, no holder or by any other documents held by any Superior Lessor or Superior Mortgagee as a matter of any Encumbrance shall disturb law; and (iii) that Tenant's ’s use and occupancy of the Premises so long as (and/or any portion thereof) shall not be disturbed. Tenant is not in default shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such ground lease or the holder of any such Mortgage or any of their respective successors in interest may reasonably request to evidence such agreement. Any ground lease to which this Lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its obligations hereunder beyond successor in interest at the expiration time referred to, is herein called “Superior Lessor”; and any Mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called “Superior Mortgage” and the holder of any cure period after a Superior Mortgage, or its successor in interest at the giving of all required noticestime referred to, is herein called “Superior Mortgagee.”

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder shall be and remain subject and subordinate at all times to the lien of all mortgages and deeds of trust securing any ground lease, deed of trust, mortgage lien amount now or charge or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber encumbering Landlord’s interest in the Premises (such ground leaseor Building, deed all without the necessity 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 having further instruments executed on the rights part of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in order to effectuate such subordination. Upon the Premises. Tenant's acknowledgement 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 time at the written request of Landlord or the holder of any EncumbranceLandlord, Tenant will execute shall execute, acknowledge and deliver any necessary or proper to Landlord such further instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and evidencing the subordination of this Lease thereto to the lien of any such mortgages or to evidence Tenant's consent deeds of trust as may be required by Landlord, and Tenant shall attorn to any Encumbrance. Notwithstanding such mortgagee or beneficiary under any mortgage or deed of trust in the foregoingevent of a foreclosure or a deed in lieu of foreclosure, or other purchaser or a grantee in respect thereof; provided, however, that each mortgagee or beneficiary under any holder such mortgage or deed of an Encumbrance may elect trust, or purchaser or grantee in respect thereof, shall agree not 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 deemed to have priority over such Encumbrance, whether this Lease is dated prior to terminate or subsequent to the date of such Encumbrance. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy ’s possession of the Premises so under this Lease in the event of a foreclosure of such mortgage or deed of trust or a deed in lieu thereof, as long as Tenant is not in default under this Lease at such time. Notwithstanding the foregoing, any mortgagee or beneficiary under a mortgage or deed of trust may at any time subordinate its mortgage or deed of its obligations hereunder beyond the expiration trust to this Lease in all or in part, without Tenant’s consent, by execution of any cure period after the giving a written instrument subordinating such mortgage or deed of all required noticestrust to this Lease, in which case this Lease shall be deemed prior to such mortgage or deed of trust without regard to their respective dates of execution, delivery and/or recording.

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder shall be and remain subject and subordinate at all times to any all ground lease, deed of trust, mortgage lien or charge underlying leases which may now exist or any reciprocal easement agreement or other operating agreement which now encumber or which at any time hereafter may encumber be executed affecting the Premises (such ground lease, deed of trust, mortgage lien or chargePremises, or any reciprocal easement agreement or other operating agreement and any replacementpart thereof, 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 the rights lien of any mortgages or deeds of trust or lease financings in any amount or amounts whatsoever now or hereafter placed on or against the Property, Building or Premises, or any part thereof, or on or against Landlord’s interest or estate therein, or on or against any ground or underlying lease (any of the foregoing being a “Superior Interest”), without the necessity of having further instruments on the part of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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 time at the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any Encumbranceeffectuate such subordination. Notwithstanding the foregoing, any holder Tenant covenants and agrees to execute and deliver, upon demand, without charge, such further instruments evidencing such subordination of an Encumbrance may elect this Lease to such ground or underlying leases and to the extent possible lien of any such mortgages or deeds of trust as may be requested by Xxxxxxxx, provided that this Lease shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrancethe Superior Interest agrees in writing that Xxxxxx's possession of the Premises, and this Lease, including the Options, will not be disturbed so long as there is no Tenant’s Default and Tenant attorns to the record owner of the Premises. In the event of foreclosure or exercise of any power of sale under any mortgage or deed of trust superior to this Lease shall be deemed or to have priority over such Encumbrance, whether which this Lease is dated prior to subject or subsequent subordinate, Tenant shall upon demand attorn to the date of such Encumbrance. Notwithstanding anything lessor under said ground or underlying lease, or to the contrary contained in this Section 19.1, no holder purchaser at any foreclosure sale or sale pursuant to the exercise of any Encumbrance shall disturb Tenant's use and occupancy power of the Premises so long as Tenant is not in default sale under any mortgage or deed of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required notices.trust.‌

SUBORDINATION OF LEASE. This Lease and the leasehold estate created hereby ---------------------- are and shall be, at the option and upon written declaration of Tenant hereunder shall be Landlord, subordinate, and remain subject inferior to the lien of a first and subordinate to any ground lease, second deed of trust, mortgage lien or charge or any reciprocal easement agreement renewals, extensions, or other operating agreement which now encumber replacements of said deed or which at any time hereafter may encumber the Premises (such ground lease, deed deeds of trust, mortgage now or hereafter imposed by Landlord upon the leased premises or any part thereof. Landlord hereby expressly reserves the right, at its option and declaration, to place the lien or chargeof a first and second deed of trust on and against the leased premises, or any reciprocal easement agreement or other operating agreement part thereof, superior in lien and any replacement, renewal, modification, consolidation or extension thereof being hereinafter referred to as an "Encumbrance"). Any Encumbrance shall be prior and paramount effect to this Lease and the estate hereby created. The execution by Landlord and the recording in the office of the County Recorder's office in which the property is located of a declaration that this Lease and leasehold estate are subject, subordinate, and inferior to the rights lien of Tenant hereunder a first and/or second deed of trust placed or to be placed by Landlord upon or against the leased premises or any part thereof, shall, of and all persons claiming through and under Tenant, or otherwiseby itself, in favor of the Premisestrustee and beneficiary of said deed or deeds of trust, make this Lease subject, subordinate and inferior thereto. Tenant's acknowledgement and agreement of subordination provided for in this Section shall be self-operative and no further instrument of subordination shall be required. HoweverTenant shall, Tenantwith all reasonable diligence, on Tenant's behalf, and on behalf of all persons claiming through and under Tenant, covenants and agrees that, from time after written request made to time at the request of it by Landlord or the holder title company issuing a policy of any Encumbrancetitle insurance insuring the effect of the lien of said deed or deeds of trust, Tenant will execute and deliver to said title company an agreement or subordination, in accordance with the foregoing. In the event any necessary proceedings are brought for the foreclosure of, or proper instruments or certificates reasonably necessary to acknowledge or confirm in the priority event of the Encumbrance over this Lease and exercise of the subordination power of this Lease thereto sale under any mortgage or to evidence Tenant's consent to any Encumbrance. Notwithstanding deed of trust made by Landlord or its successors or assigns covering the foregoingdemised premises, any holder of an Encumbrance may elect the Tenant shall attorn to the extent possible that purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease shall have priority over such Encumbrance and, upon notification of such election by the holder of such Encumbrance, 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. Notwithstanding anything to the contrary contained in this Section 19.1, no holder of any Encumbrance shall disturb Tenant's use and occupancy of the Premises so long as Tenant is not in default of any of its obligations hereunder beyond the expiration of any cure period after the giving of all required noticesLease.

SUBORDINATION OF LEASE. This Lease and the estate of Tenant hereunder lease shall be and remain subject and subordinate to any mortgage or 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 the rights of Tenant hereunder and all persons claiming through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgement 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, lease from time to time at encumbering the request of Landlord or the holder of any Encumbrance, Tenant will execute and deliver any necessary or proper instruments or certificates reasonably necessary to acknowledge or confirm the priority of the Encumbrance over this Lease and the subordination of this Lease thereto or to evidence Tenant's consent to any 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 deemed to have priority over such Encumbrancepremises, whether this Lease is dated executed and delivered prior to or subsequent to the date of this lease, if the holder of such Encumbrancemortgage or ground lease shall so elect. Notwithstanding anything If this lease is subordinate to any mortgage or ground lease and the holder thereof (which term shall include, for purposes hereof, any successor) shall succeed to the contrary contained interest of Landlord, at the election of such holder Tenant shall attorn to such holder and this lease shall continue in this Section 19.1full force and effect between such holder and Tenant. Tenant agrees to execute such instruments of subordination or attornment in confirmation of the foregoing agreement as such holder may request. Landlord agrees, no however, to obtain from the holder of any Encumbrance mortgage encumbering the Property, and the subordination of this lease as aforesaid to any such mortgage hereafter granted by Landlord shall disturb Tenant's use be subject to, an agreement in such holder’s customary form if such holder is a recognized institutional lender and occupancy otherwise in form reasonably acceptable to Tenant whereby, subject to the provisions of the Premises following sentence, such holder and its successors-in-interest will recognize Tenant’s rights hereunder so long as Tenant is not in default hereunder beyond any applicable grace period. Such agreement may provide that the holder of any such mortgage shall in no event be (a) liable in any way to Tenant for any act, omission, neglect or default on the part of its obligations hereunder beyond Landlord under this lease, (b) responsible for any moneys owing by or on deposit with Landlord to the expiration credit of Tenant (except to the extent that any cure period such deposit is actually received by such holder), (c) subject to any counterclaim or setoff which accrued to Tenant against Landlord prior to such attornment, (d) bound by any modification of this lease after the giving date hereof, or by any previous prepayment of all Yearly Fixed Rent or additional rent for more than one (1) month in advance, which was not approved in writing by such holder, (e) liable to Tenant beyond such holder’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from the Property, or (f) required noticesto remove any person occupying the premises or any part thereof, except if such person claims by, through or under such holder.