Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. Section 23.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This A. It is intended and understood by the parties that this Lease creates both (i) a sublease of the Premises and all is subject to a certain Indenture of Lease (the "BRA Lease") by and between Landlord and the Boston Redevelopment Authority (the "Authority") dated as of February 21, 1975, as amended, and (ii) a sub-sublease of the Premises and is subject to a certain lease (the "City Lease") by and between the City of Boston (the "City") as Lessor, and the Authority, as Lessee, dated as of February 21, 1975, as amended. B. Tenant's rights of Tenant hereunder under this Lease are and shall always be subject subordinate to the operation and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term effect of the Land City Lease, the BRA Lease and the Building any lease of land only or of land and buildings in a sale-leaseback transaction, any portion thereof (collectivelymortgage, including the applicable items set forth in subdivision (d) deed of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may trust or other security instrument now or hereafter affect placed upon the LandProject, or any part or parts thereof by Landlord (said mortgages, deeds of trust and other security instruments being hereinafter referred to as "Mortgages" and the Building or the Superior Lease (collectivelymortgagees, including the applicable items set forth in subdivisions (c) beneficiaries and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or secured parties thereunder from time to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereundertime being hereinafter called "Mortgagees"), and (e) the Permitted Encumbrances. The provisions of this Section This clause shall be self-operative operative, and no further instrument of subordination shall be required. In confirmation thereof; , Tenant shall promptly execute such further assurance as may be requisite. Tenant agrees to attorn to any successor in interest to Landlord whether by purchase, foreclosure, sale in lieu of foreclosure, power of sale, termination of the City Lease or the BRA Lease or any lease of land only or land and deliverbuildings in a sale-leaseback transaction or otherwise, at its own cost and expense, (x) if so requested or required by such successor in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable)interest, and Tenant agrees, upon demand, to execute such agreement or agreements in confirmation of such attornment. Landlord or its mortgagee, the same shall be executed in turn by Landlord, any Superior Lessor City or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any personAuthority as ground lessor, or any Superior Lessor’sother similar secured party, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessormay, Superior Mortgagee and at their option, make this Lease superior to any such mortgage, ground lease or other security instrument by giving Tenant ten (10) days prior written notice. No other documentation shall be necessary to effect such change. C. If any person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to all or part of Landlord's interest in the rights Premises upon the exercise of Landlord under any remedy provided for in any mortgage of the Premises now or hereafter recorded to which this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseis superior as provided in Section 27.B. above, (i) Tenant agrees, at the election and upon request of any such Successor Landlord, to shall attorn fully and completely, from time to time, to and recognize any such Successor Landlord, person as Tenant’s 's landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, above provided and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord person and Tenant upon all as fully and with the same force and effect as if this Lease had originally been entered into by such person and Tenant, except that such person shall not be liable for any act or omission of the then executory terms Landlord prior to such person's succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such person's succession to title, nor be bound by any payment prior to such person's succession to title of rent or any other sum for more than one (1) month in advance or by any modification of this Lease and pursuant or any waiver, compromise, release or discharge of any obligation of Tenant hereunder unless such modification, waiver, compromise, release or discharge shall have been specifically consented to in writing by the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord mortgagee under that Superior Leasesaid mortgage, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights such person and each person succeeding to its interest in the future to mortgage its interests to one Premises shall not be liable for any warranty or more Superior Mortgagees. Notwithstanding anything in this Article 23 to guaranty of Landlord under the contrary, it Lease and shall be an express condition precedent liable for the performance and observance of the other covenants and conditions to Tenant’s obligations be performed and observed by Landlord under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and only with respect to the extent any mortgage is placed on the Property period during which such person shall own such interest. D. Tenant agrees that at any time subsequent and from time to time at reasonable intervals, within ten (10) days after written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord and/or to such assignee, mortgagee or other similar secured party as may be designated by Landlord, a certificate stating that this Lease is unmodified and in full force and effect (or that same is in full force and effect as modified, listing the instruments of modification), the dates to which rent and other charges have been paid, and whether or not to the Execution Datebest of Tenant's knowledge Landlord is in default hereunder (and if so, Landlord will provide Tenant within thirty (30) days specifying the nature of the recording default), it being intended that any such statement delivered pursuant to this paragraph may be relied upon by a mortgagee, ground lessor or assignee of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee Landlord's interest in the form attached hereto as part Building. The failure of Exhibit I; and (iii Tenant to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver such certificate shall constitute a default hereunder, in which event Landlord is hereby authorized, as attorney and agent of Tenant, to execute such certificate and in such event Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be hereby confirms and ratifies any such certificate executed by Tenant as contemplated in Section 23.01)virtue of the power of attorney hereby granted.

Subordination and Attornment. Section 23.01 A. This Lease lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating overriding leases, superior leases, overriding leases and underlying leases and grants of term of the Land land and/or the building now or hereafter existing and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) to all mortgages and building loan agreements, including without limitation leasehold mortgages and spreader and consolidation agreementsmortgages, which may now or hereafter affect the Landland and/or the building and/or any of such leases, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage mortgages shall also covers cover other lands or buildings or leasesand/or buildings, (c) to each and every advance made or hereafter to be made under a Superior Mortgagesuch mortgages and/or building loan agreements, (d) and to all renewals, modifications, replacements, supplementsassignments, substitutions and extensions of any Superior Lease such leases, building loan agreements, mortgages and any Superior Mortgage spreaders and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrancessuch mortgages. The provisions of this Section This Article shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliverpromptly, at its own sole cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance execute and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) deliver any other instrument, instrument in recordable form if requested, that Landlord, the lessor of any Superior Lessor such lease or Superior Mortgagee the holder of any such mortgage or any of their respective assigns or successors-in-interest may reasonably request and repair to evidence such subordination provided subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes called "superior leases" and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior mortgages" and the lessor of a superior lease or its successor-in-interest, at the time referred to, is sometimes hereinafter called a "lessor" and the holder of a superior mortgage or its successor-in-interest at the time referred to is sometimes hereinafter called a "holder". B. In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it is substantially similar has given written notice of such act or omission to the forms attached as Exhibit I holder of each superior mortgage and the lessor of each superior lease, and (ii) unless such act or Exhibit I-1omission shall be one which is not capable of being remedied by Landlord or such holder or lessor within a reasonable period of time, until a reasonable period of time for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as applicable)the case may be, and to remedy the same (which reasonable period shall in no event be executed in turn by Landlordless than the period to which Landlord would be entitled under this lease otherwise, any Superior Lessor after similar notice, to effect such remedy,) provided such holder or Superior Mortgageelessor shall with due diligence give Tenant written notice of its intention to and commence and continue to, remedy such act or omission. Section 23.02 C. If at any time prior to the termination fee owner of this Leasethe lands and/or building of which the Demised Premises form a part, any Superior Lessor the lessor of a superior lease or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) holder of a superior mortgage shall succeed to the rights of Landlord under this Lease lease, whether through possession or foreclosure action or through termination for any reason of the leasehold estate covering the lands and/or building or by delivery of a new lease or deed or otherwisedeed, then at the request of such party so succeeding to Landlord's rights (herein sometimes called "successor landlord,") and upon such successor Landlord's written agreement to accept Tenant's attornment, Tenant agrees, at the election and upon request of any such Successor Landlord, to shall attorn fully and completely, from time to time, to and recognize any such Successor Landlord, successor Landlord as Tenant’s landlord 's Landlord under this Lease upon the then executory terms of this Leaselease. The foregoing provision of this Section provisions shall inure to the benefit of any such Successor Landlordsuccessor landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, and shall be self-operative upon any such demand, and no without requiring any further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord successor landlord, agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions an instrument in confirmation of this Section such attornment which is reasonably satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancysuccessor landlord. Upon such attornment this Lease lease shall continue in full force and effect for the remainder of the term originally demised under this lease as, or as if it were, a direct lease between such Successor Landlord successor landlord and Tenant upon all of the then executory terms terms, covenants, conditions, agreements and provisions as are set forth in this lease. D. If, in connection with the procurement, continuation, or renewal of any financing for which the land and/or the building or the interest of the lessee under a superior lease represents collateral in whole or in part, any institutional lender shall request reasonable modifications of this Lease lease as a condition of such financing, Tenant will not withhold its consent thereto provided that such modifications do not materially increase the obligations of Tenant under this lease or materially and pursuant to the provisions adversely affect any rights of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Tenant under this lease. Section 23.03 E. Landlord warrants agrees promptly to submit to any current or future holders of superior mortgagees and represents that as lessors of the Execution Date (i) the only Superior Lease affecting the Land superior leases and Building is that certain Air Rights Lease dated as thereafter to use reasonable efforts to obtain from any current or future holders of April 7, 1996 superior mortgagees and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Leaselessors of superior leases, and (ii) there is deliver to Tenant a non-disturbance agreement in a form acceptable to and then being customarily used by to such current or future holders of superior mortgagees and lessors of superior leases providing at a minimum, in effect, that so long as no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations default exists by Tenant under this Lease that would entitle Landlord to terminate this Lease, this Lease shall not be terminated, Tenant's use, possession, or enjoyment of the Demised Premises will not be interfered with, and Tenant will not be named or joined in any action or proceeding to foreclose a superior mortgage or terminate (ia) shall have occurred during the term of this Lease; and e) Tenant shall bear and hold Landlord harmless and/or reimburse Landlord for any and all costs and expenses for the negotiation and issuance of said agreement as requested by such current or future holders of superior mortgagees and lessors of superior leases, and Landlord shall use its reasonable efforts to keep such costs and expenses to a minimum. In the event that Landlord shall fail to obtain from the now existing holders of superior mortgages and lessors of superior leases or from the holders of superior mortgages or lessors of superior leases who become such within the period of thirty (30) days after the execution and delivery of this Lease by Landlord and Tenant ("Current Paramount Interests") and deliver to Tenant such a non-disturbance agreement within thirty (30) days after the execution and delivery of this Lease by Landlord and Tenant, Tenant shall have ten (10) days from the date of receipt of written notice thereof from Landlord to terminate this Lease and Landlord shall promptly return to Tenant the Security Letter only and any money paid to Landlord by Tenant. Landlord represents and warrants to Tenant that as of the Execution Date, date of this Lease the only holders of superior mortgages and lessors of superior leases are Bank of New York and the only holders of superior mortgages or lessors of superior leases that Landlord delivers intends to Tenant a ground lease nondisturbance agreement in have within the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within period of thirty (30) days of after the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; execution and (iii to ensure subordination delivery of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute by Landlord and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)are Independence Community Bank.

Subordination and Attornment. Section 23.01 (a) This Lease and the Lessee’s interest in the Leased Property and its interest as lessee hereunder shall at all rights of Tenant hereunder are and shall times be subject and subordinate to the lien of the Indenture and the Deed of Trust and to all the terms, conditions and provisions thereof, whether now existing or hereafter created and without the need for any further act or agreement by the Lessee; provided, however, that so long as an Event of Default under the Indenture or an Event of Nonappropriation has not occurred and is then continuing this Lease shall remain in all respects to (a) all present full force and future ground leaseseffect notwithstanding such subordination or the Lessor’s default in connection with the said lien, operating leasesand the Lessee shall not be disturbed by the Lessor or the Trustee in its possession, superior leases, overriding leases use and underlying leases and grants enjoyment of the Leased Property during the term of the Land Lease or in the enjoyment of its rights hereunder. The Lessee shall not subordinate its interests hereunder or in the Leased Property to any other lien or encumbrance without the prior written consent of the Trustee. Any such unauthorized subordination by the Lessee shall be void and the Building of no force or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), effect whatsoever. (b) all mortgages and building loan agreementsIn the event of any sale, assignment or transfer of the Lessor’s interest under this Lease or in the Leased Property, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect any such disposition resulting from the LandLessor’s default under the said lien, the Building or Lessee shall attorn to the Superior Lease (collectivelyLessor’s successor and shall recognize such successor as the Lessor under this ▇▇▇▇▇, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or said attornment to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions effective and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument without the execution of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence instruments on the part of either party hereto immediately upon such subordination provided it is substantially similar successor succeeding to the forms attached as Exhibit I or Exhibit I-1, as applicable)interest of the Lessor hereunder, and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect accordance with its terms between the Lessee, as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Leaselessee, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrarysuch successor, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)▇▇▇▇▇▇.

Subordination and Attornment. Section 23.01 22.1 This Lease at Landlord's option will be subordinate to any mortgage, deed of trust and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and related documents now or hereafter placed upon the Building Complex (including all advances made thereunder), and to all amendments, renewals, replacements, or any portion restatements thereof (collectively, including "Mortgage").; provided, however that the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease by Tenant to any such future Superior Leases mortgage, deed of trust or Superior Mortgagesrelated documents shall be subject to Tenant obtaining a non-disturbance agreement on such lender s standard form agreement, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as whereby such lender agrees, provided Tenant is not then in default hereunder)under this Lease, that Tenant's occupancy of the Premises and (e) rights and privileges under this Lease shall not be disturbed or impaired with in connection with any proceeding to enforce or foreclose any such mortgage, trust indenture or other lien and if such party succeeds to the Permitted Encumbrances. The provisions interests of this Section shall be self-operative Landlord by reason of such proceedings or conveyance in lieu or other lien and no further instrument if such party succeeds to the interests of subordination shall be required. In confirmation Landlord by reason of such proceedings or conveyance in lieu thereof; , Tenant shall promptly execute and deliverattorn hereunder directly to such party; provided, at its own cost and expensehowever, such party shall not be (xi) in the case liable for any act or omission of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached heretoany prior landlord or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (yiii) bound by any rental which Tenant might have paid for more than one (1) month in advance to any prior landlord; or (iv) bound by any amendment or modification of the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) Lease made without its consent. 22.2 If any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request elects to evidence such subordination provided it is substantially similar have this Lease superior to the forms attached as Exhibit I or Exhibit I-1, as applicable), lien of its Mortgage and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior gives notice to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease will be deemed prior to such Mortgage whether this Lease is dated prior or subsequent to the date of such Mortgage or the date of recording thereof. 22.3 In confirmation of subordination or superior position, as the case may terminate upon the termination be, Tenant will execute such documents as may be required by Mortgagee and if it fails to do so within 10 days after demand, Tenant hereby irrevocably appoints Landlord as Tenant's attorney-in-fact and in Tenant's name, place, and stead, to do so. 22.4 Tenant hereby attorns to all successor owners of the Superior LeaseBuilding, shall be self-operative upon any whether such demandownership is acquired by sale, and no further instrument shall be required to give effect to said provisions. Tenantforeclosure of a Mortgage, howeveror otherwise. 22.5 After the Lease is fully executed, upon demand of any such Successor Landlord agrees to execute, use its reasonable efforts to obtain a non-disturbance agreement from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) present mortgagee or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Real Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Building for such purposes.

Subordination and Attornment. Section 23.01 This 32.1. Subject to the delivery of the non-disturbance agreements described in this Article 32 as a condition precedent to any such subordination, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of which Landlord is tenant now or hereafter in force against the Land and the Building Premises or any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Buildings or the Premises or to the lien of any mortgage or trust deed, hereafter enforced against the Buildings or the Premises and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a non-disturbance agreement on (collectively, including a) the applicable items set forth in subdivision (d) form of this Section 23.01, a “Superior Lease”)Exhibit E attached hereto, (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now a commercially reasonable form of non-disturbance agreements of the lessor under such ground lease or hereafter affect the Land, the Building underlying lease or the Superior Lease (collectivelyholder of such mortgage or trust deed, including the applicable items set forth in subdivisions or (c) and (danother commercially reasonable form. Landlord’s delivery to Tenant of non-disturbance agreement(s) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession favor of Tenant so long as Tenant is not in default hereunder)from any ground lessors, and (e) the Permitted Encumbrances. The provisions mortgage holders or lien holders of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If Landlord who later came into existence at any time prior to the termination expiration of this Leasethe Term shall be in consideration of, any Superior Lessor or Superior Mortgagee or any personand a condition precedent to, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon agreement to be bound by the then executory terms of this LeaseArticle 32. The foregoing provision of this Section Tenant shall inure be entitled, at Tenant’s sole cost and expense, to the benefit of record any such Successor Landlordnon-disturbance agreement promptly after full execution and delivery of such agreement. 32.2. Notwithstanding the foregoing, Tenant shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, execute and no further instrument shall be required to give effect to said provisions. Tenant, however, deliver upon demand of any such Successor Landlord agrees to execute, from time to time, further commercially reasonable instrument or instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any evidencing such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to the lien of any future Superior such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. However, if any such mortgagee, beneficiary or Landlord under lease wherein Landlord is tenant so elects, this Lease and/or shall be deemed prior in lien to any future Superior Mortgagesuch lease, that mortgage, or deed of trust upon or including the Superior Lessor and/or Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. 32.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the Superior Mortgagee execute and deliver terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Tenant a Ground or modifying the term of this Lease NDA substantially shall be deemed as materially altering the terms hereof. 32.4. Subject to Section 32.1, in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially event any proceedings are brought for foreclosure, or in the form attached hereto event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Landlord under this Lease.

Subordination and Attornment. Section 23.01 This Unless a Mortgagee (as hereinafter defined) shall otherwise elect, Tenant's rights under this Lease and all rights of Tenant hereunder are and shall be remain subject and subordinate in all respects to the operation and effect of (a) all present any lease of land or of land and future ground leasesbuildings in a sale-leaseback transaction involving the Premises, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages any mortgage, deed of trust or other security instrument constituting a lien upon the Premises, whether the same shall be in existence at the date hereof or created hereafter, any such lease, mortgage, deed of trust or other security instrument being referred to herein as a "Mortgage" and building loan agreementsthe party or parties having the benefit of the same, including leasehold mortgages whether as lessor, mortgagee, trustee or noteholder, being referred to herein as "Mortgagee". Tenant's acknowledgment and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth agreement of subordination provided for in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant 23 is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, Tenant shall execute such further assurances thereof as shall be requisite or as may be requested from time to time by Landlord or Mortgagee. If any person shall succeed to all or part of Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, and if so requested or required by such successor in interest, Tenant shall attorn to such successor in interest and shall execute such agreement in confirmation of such attornment as such successor in interest shall reasonably request. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case event of a Superior Mortgagerequest by Landlord or Mortgagee, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; Tenant will execute an Estoppel Certificate containing such information as Landlord or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgageerequest. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 30.1 This Lease and all rights of Tenant hereunder are and Lease, at ▇▇▇▇▇▇▇▇'s option, shall be subject and subordinate to any present or future mortgage or deed of trust encumbering any Building included in all respects to the Premises (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether (to the extent of the portion of the Premises encumbered by such Mortgage, ground lease or not such Superior Mortgage also covers other lands or buildings or leasesdeclaration of covenants regarding maintenance and use of any areas contained in any portion of the Buildings), (c) each advance made or and to be any and all advances made under a Superior Mortgage, (d) any present or future mortgage and to all renewals, modifications, consolidations, replacements, supplements, substitutions and extensions of any Superior or all of same. ▇▇▇▇▇▇ agrees, with respect to any of the foregoing documents other than any SNDA required hereunder, that no documentation other than this Lease shall be required to evidence such subordination. 3489-000151321/1351 Harbor Bay Pkwy -49- If any holder of a Mortgage (“Holder”) shall elect for this Lease to be superior to the lien of its mortgage and any Superior shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such Mortgage and all consolidations whether this Lease is dated earlier or later than the date of said Mortgage or the date of recording thereof. Tenant agrees to execute (or make reasonable good faith corrective comments to) such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any Superior Mortgage (provided that in Mortgage, as the case may be, and by failing to do so within ten (10) business days after written demand, ▇▇▇▇▇▇ does hereby make, constitute, and irrevocably appoint Landlord as ▇▇▇▇▇▇'s attorney-in-fact and in ▇▇▇▇▇▇'s name, place, and stead, to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Notwithstanding the foregoing, as a condition to the subordination of this Lease to any future Superior Leases Mortgage, Landlord shall provide a Non-Disturbance Agreement (“SNDA”) from any Holder in a commercially reasonable form acceptable to Tenant and such Holder in their sole discretion. Landlord represents to Tenant that as of the Effective Date, there is no (a) Mortgage encumbering any portion of the Project or Superior Mortgages(b) ground lease affecting any of the Buildings. 30.2 Tenant shall, at such time or times as Landlord may request, upon not less than ten (10) business days' prior written request by Landlord, sign (or make reasonable good faith corrective comments to) and deliver to Landlord an estoppel certificate, which shall be substantially in the form of Exhibit D, attached hereto (or such other commercially reasonable form as may be required by any prospective Holder or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of the Project, or a holder or prospective holder of any mortgage encumbering the Project, or any portion thereof; provided, however, that in no event will any such certificate be deemed to amend, revise or modify the express written terms of this Lease. Tenant's failure to deliver such statement within five (5) days after ▇▇▇▇▇▇▇▇'s second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate. Similarly, within twenty (20) days following a request by ▇▇▇▇▇▇ (or ten (10) business days, if requested in connection with a proposed Transfer by Tenant), Landlord agrees to deliver to Tenant a similar statement (provided, that for the purposes of such statement, clause (c) shall be written to state that Landlord will state whether or not, to Landlord's actual knowledge, Tenant is in default under this Lease) which may be relied upon by any entity extending financing to Tenant, engaged in a merger or acquisition transaction with Tenant or proposing to engage in any Transfer with Tenant. 30.3 From time to time upon ▇▇▇▇▇▇▇▇'s written request to Tenant not more than once in each consecutive one (1) year period during the Term unless (i) an Event of Default then exists or (ii) the request is made in connection with a proposed sale or financing of the Building, and provided that Landlord (and any third party to whom Landlord intends to disclose the information described herein to) executes a commercially reasonable nondisclosure agreement, Tenant shall deliver to Landlord within a reasonable period, Tenant's current financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the Superior Lessor or Superior Mortgagee agrees “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. If audited financial statements are not to disturb the possession then available, Tenant may instead provide unaudited financial statements certified by an officer of Tenant so long as Tenant is not in default hereunder)3489-000151321/1351 Harbor Bay Pkwy -50- accurately and completely reflecting the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and (e) to any encumbrancer of all or any portion of the Permitted EncumbrancesBuilding or the Project. The provisions of this Section 30.3 shall be selfnot apply if and for so long as the shares of Tenant's stock are traded on a nationally recognized securities exchange, Tenant's financial statements (i.e., Forms 10-operative K and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver10Q) are available to the public, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that including Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it and Tenant is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgageecurrent on its reporting obligations under applicable federal securities laws. Section 23.02 If at any time prior 30.4 Tenant acknowledges that Landlord is relying on the Statements in its determination to the termination of enter into this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred Tenant represents to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, which representation shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm deemed made on the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms date of this Lease and pursuant again on the Commencement Date, that no material adverse change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to the provisions of the Subordination Non-Disturbance Landlord. The Statements are represented and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants warranted by Tenant to be correct and represents that to accurately and fully reflect ▇▇▇▇▇▇'s true financial condition as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as date of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future submission of any Statements to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Landlord.

Subordination and Attornment. Section 23.01 This (a) Except as provided in Subsection (c) below and subject to the provisions of subsection (d) below, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to the lien of Landlord's Mortgage. (b) While Subsection (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant 8.11 is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative operative, and no further instrument of subordination shall be required. In necessary, Tenant shall, in confirmation thereof; Tenant shall promptly execute and deliverof such subordination, upon demand, at its own cost any time or times, execute, acknowledge and expense, (x) in the case deliver to Landlord or a holder of a Superior Mortgage, a Subordination, Non-Disturbance Landlord's Mortgage any and Attornment Agreement in the form all instruments requested by either of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request them to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgageesubordination. Section 23.02 If (c) Tenant shall, upon demand, at any time prior or times, execute, acknowledge, and deliver to Landlord or to a holder of Landlord's Mortgage, without expense, any and all instruments that may be necessary to make this Lease superior to the termination lien of this LeaseLandlord's Mortgage. (d) Tenant shall, at the option of any Superior Lessor or Superior Mortgagee holder of Landlord's Mortgage or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) other purchaser at a foreclosure sale who shall hereafter succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise(the "Purchaser"), Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, Purchaser as Tenant’s 's landlord under this Lease upon from and after the then executory terms of this Lease. The foregoing provision of this Section shall inure to foreclosure and for the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination balance of the Superior Lease, Lease Term and shall promptly execute and deliver any instrument that may be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments necessary to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancyattornment. Upon such attornment attornment, this Lease shall continue in full force and effect as a direct lease between such Successor Landlord Purchaser and Tenant upon Tenant, subject to all of the then executory terms terms, covenants and conditions of this Lease; provided, however, that the Purchaser (including its successors and assigns) shall not be (i) liable for any act or omission of any prior Landlord under the Lease, (ii) subject to any offsets or defenses which Tenant might have against any prior Landlord under the Lease, (iii) bound by any Base Rental or other payments which Tenant might have paid for more than the current month to any prior Landlord under the Lease, or (iv) bound by any amendment or modification of the Lease made after the date of the foreclosed Landlord's Mortgage without the prior written consent of the Mortgagee thereunder. The provisions of this subsection (d) shall survive any termination of this Lease and pursuant to the provisions resulting from a foreclosure of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Landlord's Mortgage. Section 23.03 Landlord warrants and represents that as of the Execution Date (ie) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to If Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property fails at any time subsequent to execute, acknowledge and deliver any of the instruments provided for by Subsections 8. 11(b), (c) and (d) above within ten (10) days after Landlord's demand so to do, Landlord, in addition to the Execution Dateremedies allowed by Article VI, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgagemay execute, that the Superior Lessor and/or the Superior Mortgagee execute acknowledge and deliver to any and all of such instruments as the attorney-in-fact of Tenant a Ground Lease NDA substantially and in the form attached hereto its name, place and stead, and Tenant hereby irrevocably appoints Landlord, its successors and assigns, as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)such attorney-in-fact.

Subordination and Attornment. Section 23.01 20.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.0120.1, a “the "SUPERIOR LEASE") whether or not the Superior Lease”)Lease shall also cover other lands or buildings, (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, Land or the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.0120.1, a “Superior Mortgage”) the "SUPERIOR MORTGAGE"), whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leases, (c) each advance made or to be made under a the Superior Mortgage, and (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any the Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requestedform, that Landlord, the landlord under any Superior Lessor Lease (the "SUPERIOR LANDLORD") or the holder of any Superior Mortgagee Mortgage (the "SUPERIOR MORTGAGEE") may reasonably request to evidence such subordination. If Tenant fails to execute, acknowledge and deliver any such instrument of subordination within thirty (30) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments for and on behalf of Tenant. Tenant agrees to subordinate this Lease to all future Superior Mortgages and all renewals, modifications, replacements, substitutions of such Superior Mortgage, provided it is substantially similar such Superior Mortgagee delivers to the forms Tenant a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit I or Exhibit I-1EXHIBIT M. Any Superior Mortgagee may elect that this Lease shall have priority over such Superior Mortgage and, as applicable)upon notification thereof by such Superior Mortgagee to Tenant, and the same this Lease shall be executed deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, in turn by Landlordconnection with the obtaining, continuing or renewing of financing for which the Building or the Land represents collateral, in whole or in part, any bank, insurance company, pension fund or other lending institution shall request reasonable modifications of this Lease as a condition of its granting such financing, Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not increase the Base Rent or Additional Rent payable by Tenant hereunder or increases the obligations of Tenant hereunder or materially affects beyond a de minimis degree Tenant's rights hereunder. 20.2 For purposes of this Section 20.2, the term "SUCCESSOR LANDLORD" shall mean and include (i) any person, including but not limited to any Superior Lessor Landlord or Superior Mortgagee. Section 23.02 If at any time , who, prior to the termination of this Lease, any Superior Lessor acquires or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed succeeds to the rights interest of Landlord under this Lease through possession or summary proceedings, foreclosure or delivery action, assignment, deed in lieu of a new lease or deed foreclosure or otherwise, and (ii) the successors and assigns of any person referred to in clause (i) of this sentence. Upon any Successor Landlord's so acquiring, or so succeeding to, the interest of Landlord under this Lease, Tenant agreesshall, at the election and upon the request of any such the Successor Landlord, to and without further instruments of attornment, fully attorn fully and completely, from time to time, to and recognize any such Successor Landlord, Landlord as Tenant’s 's landlord under this Lease upon the then executory terms of this Lease. No Successor Landlord shall be bound by any prepayment of rent or additional rent for more than one month in advance or any amendment or modification of this Lease made without the consent of such Successor Landlord, which consent shall not be unreasonably withheld or delayed. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Premises in the event any Superior Lease is terminated. The foregoing provision provisions of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demandoperative, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon Upon demand of any such Successor Landlord Landlord, Tenant agrees to execute, from time to time, execute instruments to evidence and confirm the foregoing provisions of this Section reasonably satisfactory to any such Successor Landlord. Tenant hereby irrevocably constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, acknowledging such attornment and setting forth the terms and conditions of its tenancyappointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything Nothing contained in this Article 23 to the contrary, it Section shall be an express condition precedent construed to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Dateimpair any right otherwise exercisable by any such owner, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)holder or lessee.

Subordination and Attornment. Section 23.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to to: (ai) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land Center and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision Subdivision (div) of this Section 23.01Section, a “the "Superior Lease”", and the party then exercising the rights of landlord thereunder being referred to herein as the "Superior Lessor"), ; (bii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the LandCenter, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions Subdivisions (ciii) and (div) of this Section 23.01Section, a “the "Superior Mortgage”", and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the "Superior Mortgagee") whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leases, leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage: (ciii) each advance made or to be made under a the Superior Mortgage, ; and (div) all renewals, modifications, replacements, supplements, substitutions and extensions of any the Superior Lease and any the Superior Mortgage and all spreaders and consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; provided, however, that the forgoing provisions are subject to the provisions respecting nondisturbance hereinafter set forth. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination provided it subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within 10 days after request therefor, then such failure shall be deemed an Event of Default hereunder. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is substantially similar dated prior to or subsequent to the forms attached as Exhibit I or Exhibit I-1date of such Superior Mortgage. If, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any the Superior Lessor or the Superior Mortgagee or any person, or any the Superior Lessor’s, 's or Superior Mortgagee’s 's or such person’s 's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “"Successor Landlord”") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, then Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn shall fully and completely, from time to time, completely attorn to and recognize any such Successor Landlord, as Tenant’s 's landlord under this Lease upon the then then-executory terms of this Lease; and, in such event, and so long as no default exists, nor any event has occurred, which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle Successor Landlord to terminate the Lease or would cause, without any further action of Successor Landlord, the termination of the Lease, or would entitle Landlord to dispossess Tenant, the Lease shall not be terminated by Successor Landlord, nor shall Tenant's use, possession, or enjoyment of the Premises be interfered with or disturbed by Successor Landlord, nor shall the leasehold estate granted by the Lease be affected by Successor Landlord in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with the Superior Mortgage or Superior Lease, or in case Successor Landlord takes possession of the Premises pursuant to any provision of the Superior Mortgage or Superior Lease. The foregoing provision provisions of this Section shall shall: (i) inure to the benefit of any such Successor Landlord, shall ; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall ; (iii) be self-operative upon any such demand, ; and (iv) require no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions conditions, of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then then-executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 except that such Successor Landlord warrants and represents that as of the Execution Date shall not be: (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as liable for any previous act or omission or negligence of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior this Lease, and ; (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future subject to mortgage its interests to one any counterclaim, defense or more Superior Mortgagees. Notwithstanding anything offset, not expressly provided for in this Article 23 Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) obligated after the Commencement Date to perform any Leasehold Improvements or other work with respect to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that Premises; (iiv) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent bound by any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination previous modification or amendment of this Lease to or by any future Superior Lease and/or any future Superior Mortgageprevious prepayment of more than one month's Rent, that unless such modification or prepayment shall have been approved in writing by the Superior Lessor and/or or the Superior Mortgagee execute and deliver through or by reason of which the Successor Landlord shall have succeeded to Tenant a Ground Lease NDA substantially the rights of Landlord under this Lease; (v) obligated to repair the Premises or the Building or any part thereof, in the form attached hereto event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (vi) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of Exhibit I-1 and/or a Mortgage NDA substantially the Premises or the Building not taken. Nothing contained in the form attached hereto as part of Exhibit I (this Section shall be construed to be executed impair any right otherwise exercisable by Tenant as contemplated in Section 23.01)any such owner, holder or lessee.

Subordination and Attornment. Section 23.01 This 68.1 Except as otherwise set forth herein, this Lease and all rights of Tenant hereunder are are, and shall be be, subject and subordinate in all respects to to: (ai) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land land on which the Building stands (“Land”) and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (div) of this Section 23.01below, a the “Superior Lease”), ; (bii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (ciii) and (div) of this Section 23.01below, a the “Superior Mortgage”) whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leases, except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage; (ciii) each advance made or to be made under a the Superior Mortgage, ; and (div) all renewalsamendments, modifications, replacements, supplements, substitutions renewals, substitutions, refinancings and extensions of any the Superior Lease and any the Superior Mortgage and all spreaders and consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section Article shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) any instrument in the case of a Superior Mortgage, a Subordination, Non-Disturbance form and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrumentsubstance reasonably satisfactory to Tenant, in recordable form form, if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request at any time and from time to time to evidence such subordination. The Superior Mortgagee may elect that this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to, or subsequent to, the date of such Superior Mortgage. If, in connection with obtaining, continuing or renewing of financing for which the Building, Land or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, the Superior Mortgagee shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder (other than to a deminimis extent), diminish the rights of Tenant hereunder, or cause a change in Tenant’s financial obligations hereunder. 68.2 Notwithstanding the provisions of Section 68.1, Landlord shall obtain from the holder of any present or future Superior Mortgage an agreement (a “Non-Disturbance Agreement”) in recordable form between the holder of the Superior Mortgage and Tenant providing in substance that so long as Tenant shall not be in default under this Lease beyond any applicable grace and notice periods given to Tenant to cure such default, that the holder of such Superior Mortgage shall not name or join Tenant as a party defendant or otherwise in any suit, proceeding or action to enforce the Superior Mortgage, nor will this Lease be terminated by enforcement of any rights given to such holder of the Superior Mortgage or its successors or assigns pursuant to the terms, covenants or conditions contained in the Superior Mortgage (including the foreclosure of the same) or otherwise disturb the right of Tenant to the quiet enjoyment of the Premises in the event of the enforcement of the terms of the Superior Mortgage by such holder (including the foreclosure of the same); except that to the extent required by law, Tenant may be named in such proceeding so long as the relief requested does not contravene the provisions of this Section. Tenant shall join in any reasonable agreement issued by the holder of the Superior Mortgage to evidence its agreement and consent thereto, provided that any such Non-Disturbance Agreement shall not increase the obligations (other than to a deminimis extent) or reduce the rights of Tenant under this Lease or increase the rights or reduce the obligations of Landlord under this Lease. Landlord must, as a condition to the occurrence of the Commencement Date, unless waived by Tenant in writing, obtain a Non-Disturbance Agreement from the holder of any existing Superior Mortgage and Superior Lease. Anything contained in this Lease to the contrary notwithstanding, if Landlord shall be unable to obtain a Non-Disturbance Agreement from the holder of a future Superior Mortgage, then this Lease shall nevertheless remain in full force and effect on all of its terms, the obligations of Tenant hereunder shall not be reduced or affected, and Landlord shall have no liability to Tenant by reason of Landlord’s inability to obtain the same, but in such event this Lease shall not be subordinate to such Superior Mortgage. In connection with Landlord’s attempts to obtain a Non-Disturbance Agreement from any holder of any Superior Mortgage, Landlord shall in no event be required to (x) make any payment to the holder of any Superior Mortgage or to incur any expense other than the reasonable attorneys’ fees in connection with such holder’s review of this Lease and the preparation of such agreement (it being understood and agreed that Landlord shall pay the entire cost of such attorneys’ fees), or (y) alter any of the terms of any Superior Mortgage, or (z) commence any action against any holder of a Superior Mortgage. 68.3 Notwithstanding the provisions of Section 68.1, Landlord shall obtain from the holder of any future Superior Lease an agreement in recordable form between the holder of the Superior Lease and Tenant and in form reasonably satisfactory to Tenant and providing in substance that so long as Tenant shall not be in default under this Lease beyond any notice and grace periods given to such Tenant to cure such default, that the holder of such Superior Lease shall not name or join Tenant as a party defendant or otherwise in any suit, proceeding (including any summary proceeding) or action to enforce the Superior Lease nor will this Lease be terminated by enforcement of any rights given to such holder of such Superior Lease or its successors or assigns pursuant to the terms, covenants or conditions contained in the Superior Lease or otherwise disturb the right of Tenant to the quiet enjoyment of the Premises in the event of the termination of the Superior Lease. Notwithstanding anything in this Lease to the contrary, a Superior Lease entered into after the date hereof shall not be superior to this Lease and this Lease shall not be subordinate to such Superior Lease if the holder thereof did not deliver to Tenant a Non-Disturbance Agreement, and this Lease shall remain in full force and effect notwithstanding the fact that a Non-Disturbance Agreement was not issued by the holder of such future superior Lease, and Landlord shall have no liability to Tenant by reason thereof. Tenant shall join in any agreement consistent with the terms of this Lease issued by the holder of the Superior Lease to evidence Tenant’s agreement and consent thereto, provided that any such agreement shall not increase the obligations (other than to a deminimis extent) or reduce the rights of Tenant under this Lease or increase the rights or reduce the obligations of Landlord under this Lease, and such agreement is on terms otherwise reasonably satisfactory to Tenant. In connection with Landlord’s attempts to obtain a Non-Disturbance Agreement from any holder of any future Superior Lease, Landlord shall in no event be required to (x) make any payment to the holder of any future Superior Lease or to incur any expense other than the reasonable attorneys’ fees in connection with such holder’s review of this Lease and the preparation of such agreement (it being understood that Landlord shall pay the entire cost of such attorneys’ fees), or (y) alter any of the terms of any future Superior Lease, or (z) commence any action against any holder of a future Superior Lease. 68.4 Landlord hereby notifies Tenant that, except in connection with the enforcement of Tenant’s rights or as otherwise expressly provided herein, this Lease may not be voluntarily cancelled or surrendered, or modified or amended so as to reduce the Fixed Rental or Additional Rental, shorten the term or adversely affect in any other respect, to any material extent, the rights of Landlord hereunder, and that Landlord may not accept prepayments of any installments of Fixed Rental or Additional Rental except for prepayments in the nature of security for the performance of Tenant’s obligations hereunder without the consent of any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar in each instance, except that said consent shall not be required for the prosecution of any action or proceedings against Tenant by reason of a default under the terms of this Lease. 68.5 Subject to the forms attached as Exhibit I or Exhibit I-1other provisions hereof, as applicable)if, and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, other person or any Superior Lessor’s, Superior Mortgagee’s or such person’s the successors or assigns of the foregoing (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseLease, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, completely attorn to and recognize any such Successor Landlord, as Tenant’s landlord Landlord under this Lease upon the then executory terms of this Lease, provided such Successor Landlord shall agree in writing to accept Tenant’s attornment. The Subject to the other provisions hereof, the foregoing provision provisions of this Section subparagraph shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, howeverProvided Tenant has received a Non-Disturbance Agreement from such party, upon demand the request of any such Successor Landlord agrees to executeLandlord, Tenant shall execute and deliver, from time to time, instruments satisfactory to any such Successor Landlord in recordable form, if requested, to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlordsubparagraph, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon Subject to the terms of a Non-Disturbance Agreement and except as otherwise set forth herein, upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 except that such Successor Landlord warrants and represents that as of the Execution Date shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease but such Successor Landlord shall be liable to correct any continuing defaults; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease made after notice to Tenant of the only granting of such senior interest, or by any previous prepayment of more than one month’s Fixed Rental or Additional Rental, unless such modification or prepayment shall have been approved in writing by any Superior Lease affecting Lessor or Superior Mortgagee through or by reason of which the Land and Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Premises or the Building is that certain Air Rights Lease dated or any part thereof, in the event of total or substantial damage beyond such repair as can reasonably be completed with the net proceeds of April 7insurance actually made available to Successor Landlord, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is provided all insurance to be maintained by the Landlord under that hereunder is thus maintained; or (v) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be completed with the net proceeds of any award actually made available to Successor Landlord, or consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such Successor Landlord. 68.6 Except as set forth in Article 9 hereof, if any default by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior LeaseMortgagee and each Superior Lessor, whose name and address shall have previously been furnished to Tenant, by delivering notice of such act of omission addressed to each such party at its last address so furnished, and (ii) there is no current a ten (10)-day period for remedying such act or omission shall have elapsed following such giving of notice and following the time when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Lease or Superior Mortgage; , as the case may be, to remedy the same (which shall in no event be less than the period to which Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall would be an express condition precedent to Tenant’s obligations entitled under this Lease that (ito effect such remedy) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing provided such Superior Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the or Superior Lessor and/or the Superior Mortgagee execute shall, with reasonable diligence, give Tenant notice (within such ten (10)-day period) of its intention to remedy such act or omission and deliver shall commence and continue to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)act upon such intention.

Subordination and Attornment. Section 23.01 This Lease Lease, and all rights of Tenant hereunder Lessee hereunder, are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the LandDemised Premises, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage mortgages shall also covers cover other lands or buildings or leasesbuildings, (c) to each and every advance made or hereafter to be made under a Superior Mortgage, (d) such mortgages and to all renewals, modifications, replacements, supplementsspreaders, substitutions consolidations and extensions of any Superior Lease and any Superior Mortgage and all consolidations such mortgages. In the event of any Superior Mortgage (sale of the Demised Premises in a foreclosure of any such mortgage or the exercise by the holder of any such mortgages of any other remedies provided that for by law or in such mortgage, Lessee, upon written request of the holder of the mortgage or the purchaser at such foreclosure or any person succeeding to the interest of the holder of the mortgage, shall attorn to such holder, purchaser or successor in interest, as the case may be, without change in the case of subordination terms, covenants or conditions of this Lease. If such a request is made, this Lease shall not be deemed to be terminated by any future Superior Leases foreclosure proceedings or Superior Mortgagesother remedies for the enforcement of the mortgage by such holder, the Superior Lessor purchaser or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not successor in default hereunder), and (e) the Permitted Encumbrancesinterest. The provisions of this Section Article 30 shall be self-operative and no further instrument of subordination and/or attornment shall be required. In confirmation thereof; Tenant of such subordination and/or attornment, Lessee promptly shall promptly execute and deliver, deliver at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) Lessee's expense any other instrument, in recordable form if requested, instrument that Landlord, any Superior Lessor or Superior Mortgagee the holder of any such mortgage may reasonably request to evidence such subordination provided it is substantially similar to the forms attached and/or attornment; and Lessee hereby irrevocably constitutes and appoints Lessor as Exhibit I or Exhibit I-1Lessee's attorney-in-fact, as applicable)coupled with an interest, and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence acknowledge and confirm the foregoing provisions of this Section satisfactory to deliver any such Successor Landlord, acknowledging such attornment instruments for and setting forth the terms and conditions on behalf of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Lessee. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 (a) This Lease and all T▇▇▇▇▇’s rights of Tenant hereunder under this Lease are and shall be subject and subordinate in all respects to any mortgage (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, consolidations, replacements, supplements, substitutions and or extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunderthereof), and (e) now or hereafter affecting the Permitted EncumbrancesPremises. The provisions of this Section shall be are self-operative operative, and no further instrument of subordination shall will be required. In confirmation thereof; of such subordination, however, T▇▇▇▇▇ will promptly execute and deliver any commercially reasonable instruments that Landlord or any mortgagee may request to evidence such subordination, provided that any mortgagee agrees to standard nondisturbance protections in favor of T▇▇▇▇▇. If any mortgagee succeeds to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord will not be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such successor landlord will not be bound by any prepayment by Tenant of more than one month’s installment of Rent, (iii) such successor landlord will not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as T▇▇▇▇▇’s landlord under this Lease, (v) Tenant shall promptly execute and deliverdeliver any instruments that may be reasonably necessary to evidence such attornment, at its own cost and expense(vi) upon such attornment, this Lease will continue in effect as a direct lease between such successor landlord and Tenant upon and subject to all of the provisions of this Lease. The failure of Tenant to execute an instrument of subordination as required hereunder within twenty (x20) in days after written request from Landlord shall be deemed an Event of Default. (b) Promptly following the case of a Superior MortgageCommencement Date, Landlord shall exercise commercially reasonable efforts to secure a Subordination, Non-Disturbance and Attornment Agreement from any party holding a security interest in the form of Exhibit I attached hereto; or (y) in the case of a Superior LeaseBuilding, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request with respect to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)T▇▇▇▇▇’s interest hereunder, on such party’s standard form. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 8.1.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in to all respects to (a) all present and future ground or underlying leases, operating leases, superior leases, overriding leases mortgages and deeds of trust which now or hereafter encumber or otherwise affect the real property of which the Premises forms a part or encumber or affect the ground or underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsconsolidations, supplements, substitutions replacements 23 and extensions of any of the foregoing (any of the foregoing being a "Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunderInterest"), and (e) without the Permitted Encumbrances. The provisions necessity of this Section shall be self-operative and no further executing any instrument of subordination shall be required. In confirmation thereofto effectuate such subordination; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenantprovided, however, upon demand Landlord's request, Tenant, or Tenant's successors-in-interest, shall execute and deliver any and all instruments desired by Landlord evidencing such subordination in the manner requested by Landlord, provided that Tenant shall receive customary non-disturbance covenants from the holder of any such Successor Landlord agrees to execute, from time to time, instruments to evidence Superior Interest for the benefit of Tenant. Tenant acknowledges that it has received and confirm executed a subordination instrument with the foregoing provisions current holder of this Section a Superior Interest in a form satisfactory to Tenant. 8.1.2 Tenant agrees that, at the option of the lessor under any ground or underlying lease which is a Superior Interest, Tenant shall attorn to said lessor in the event of the termination or cancellation of such Successor Landlordground or underlying lease and, acknowledging such attornment and setting forth if requested by said lessor, shall enter into a new lease with said lessor (or a successor ground lessee designated by said lessor) for the balance of the Term then remaining hereunder upon the same terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)those herein provided. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This (a) Conditioned upon any current or future mortgagee entering into a nondisturbance agreement with Tenant In a form satisfactory to Tenant, based upon Tenant’s exercise of commercially reasonable discretion, this Lease and all rights of Tenant hereunder are is and shall be subject and subordinate in all respects to (a) all present any and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may deeds of trust now or hereafter affect placed on the LandBuildings, the Building Complex or the Superior Lease (collectivelyland on which it is situated, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsconsolidations, supplements, substitutions replacements and extensions thereof. (b) Subject to subsection (c), if the interest of Landlord is transferred to any person (herein called (“Purchaser”) by reason of foreclosure or other proceedings for enforcement of any Superior Lease and any Superior Mortgage and all consolidations mortgage or deed of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any persontrust, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or by delivery of a new lease deed in lieu of such foreclosure or deed or otherwiseother proceedings, Tenant agreesshall immediately and automatically attorn to Purchaser. (c) Upon attornment under subsection (b), at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease Lease between such Successor Landlord Purchaser and Tenant Tenant, upon all of the then executory terms same terms, conditions and covenants as are set forth in this Lease except that, after such attornment, Purchaser shall not be liable for any act of omission of any previous Landlord. (d) The subordination and attornment provisions of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent self- operating and except as set out in subsection (a), no further instrument shall be required. Nevertheless Tenant, on request by and without cost to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution DateLandlord or any successor in interest, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee shall execute and deliver any and all reasonable instruments further evidencing such subordination and (where applicable hereunder) attornment. Tenant hereby irrevocably appoints Landlord as attorney-In-fact of Tenant to Tenant a Ground Lease NDA substantially execute, delivery and record any such documents and instruments in the form attached hereto as part name and on behalf of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (Tenant if Tenant fails to be executed by Tenant as contemplated in Section 23.01)do so.

Subordination and Attornment. Section 23.01 This (A) The Tenant covenants and agrees that this Lease and all of Tenant’s rights of Tenant hereunder and/or interest herein are and shall at all times be subject and subordinate in all respects to (ai) all present covenants, restrictions, easements and future encumbrances now or hereafter affecting the fee title to Landlord’s Building, (ii) all ground and underlying leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (biii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, deeds of trust which may now or hereafter be placed upon or affect Landlord’s Building and/or the LandPremises, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsconsolidations, supplements, substitutions replacements and extensions of any Superior Lease such mortgages and/or deeds of trust, to the full extent of amounts secured thereby and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrancesinterest thereon. The aforesaid provisions of this Section shall be self-operative and no further instrument instruments of subordination shall be requirednecessary. In Should Landlord desire confirmation thereof; of such subordination, Tenant shall promptly execute and deliveragrees to execute, at its own cost and expense, (x) in no expense to the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor instrument which may be deemed necessary or Superior Mortgagee may reasonably request commercially desirable by the Landlord to evidence further effect the subordination of this Lease Agreement and Tenant’s rights hereunder. The Tenant hereby agrees that, if Landlord makes a demand for execution of such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable)an instrument, and ten (10) business days elapse without delivery of such an executed instrument, the Landlord shall have the right and power as agent of the Tenant pursuant to an irrevocable power of attorney, coupled with an interest, hereby granted to Landlord to execute any and all such instruments, and such instruments executed by the Landlord as Tenant’s agent shall have the same shall effect, and be as binding upon the Tenant as if they were only executed in turn by Landlord, any Superior Lessor or Superior Mortgageethe Tenant itself. Section 23.02 If at any time prior to (B) In the event of (a) a transfer of Landlord’s interest in the Premises, (b) the termination of this Leaseany ground or underlying lease or (c) the purchase of the Premises or Landlord’s interest therein in a foreclosure sale or by deed in lieu of foreclosure under any mortgage or the purchase pursuant to a power of sale contained in any mortgage, then in any Superior Lessor of such events Tenant shall, at Landlord’s request or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (at the Superior Lessor, Superior Mortgagee and request of any such person transferee, purchaser or successor lessor, attorn to and recognize the transferee or assign being herein collectively referred to purchaser of Landlord’s interest or the lessor under the terminated ground or underlying lease, as “Successor Landlord”) shall succeed to the rights of case may be, as Landlord under this Lease through possession or foreclosure or delivery for the balance then remaining of a new lease or deed or otherwisethe Term, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under thereafter this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure shall, subject to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor LandlordParagraph 26(A) hereof, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor person, as “Landlord”, and Tenant, as “Tenant”, except that such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord and prior to such lease termination or prior to such person’s succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such person’s succession to title, nor be bound by any payment of Base Rent, additional rent or other sums payable by Tenant upon all hereunder prior to such lease termination or prior to such person’s succession to title for more than one month in advance or by any modification, amendment, waiver, compromise, release or discharge of any obligation of Tenant hereunder unless the then executory terms of this Lease and pursuant same shall have been specifically known to the provisions of lessor or consented to in writing by the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) lessor under such ground or underlying lease or the Recognition Agreement (i.e. Exhibit I-1)mortgagee under said mortgage, and such person and each person succeeding to such person’s interest in the Premises shall not be liable for any warranty or guaranty of Landlord under this Lease. Section 23.03 (C) With reference to any assignment by Landlord warrants and represents that as of Landlord’s interest in this Lease, or the Execution Date rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage or ground lease on property which includes the Premises, Tenant agrees: (i) that the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Leaseexecution thereof by Landlord, and (ii) there is no current Superior Mortgage; the acceptance thereof by the holder of such mortgage, or the ground lessor, shall never be treated as any assumption by such holder or ground lessor of any of the obligations of Landlord fully reserving all rights in the future to mortgage its interests to one hereunder, unless such holder, or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contraryground lessor, it shall be an express condition precedent shall, by notice sent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Ownerspecifically otherwise elect; and (ii) if that, except as aforesaid, such holder or ground lessor shall be treated as having assumed Landlord’s obligations hereunder only upon the foreclosure of such holder’s mortgage and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days taking of possession of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee Premises, or, in the form attached hereto as part case of Exhibit I; and (iii to ensure subordination a ground lessor, the assumption of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed Landlord’s position hereunder by Tenant as contemplated in Section 23.01)such ground lessor.

Subordination and Attornment. Section 23.01 This (a) Except as provided in subsections (c), (d), (f), and (i) below, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (ai) all present the lien, title and future ground leasesinterest of any first-in-priority mortgage, operating leasesfirst-in-priority deed to secure debt, superior leasesfirst-in-priority deed of trust, overriding leases and underlying leases and grants of term of or other first-in-priority instrument in the Land and the Building or any portion nature thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, Landlord’s estate or interest in and to the Building or the Superior Lease (collectivelyland underlying the Building and to any other first-in-priority instrument encumbering the fee title of the Building or the land underlying the Building and to any modifications, including the applicable items set forth in subdivisions (c) renewals, consolidations, extensions, or replacements thereof; and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (dii) all renewals, modifications, replacements, supplements, substitutions ground and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage air rights leases that now exist or may hereafter be executed affecting the Building or the land underlying the Building. (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and b) Subsection (ea) the Permitted Encumbrances. The provisions of this Section above shall be self-operative operative, and no further instrument of subordination shall be requiredrequired by the holder of any such instrument affecting or encumbering the Building or the land underlying the Building. In confirmation thereof; of such subordination, Tenant shall promptly execute and delivershall, at its own cost and expenseupon Landlord’s written request, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior or times, execute, acknowledge and deliver to Landlord or the holder of any such mortgage, deed to secure debt, deed of trust, or other instrument or to the termination lessor under any such ground lease, without expense, any and all commercially reasonable instruments that may be reasonably requested by Landlord or such holder or such lessor to evidence the subordination of this LeaseLease and all rights hereunder to any such mortgage, deed to secure debt, deed of trust, or other instrument or the grant of any such ground lease, and each such renewal, modification, consolidation, replacement, and extension thereof. (c) Tenant shall, upon demand of Landlord, at any time or times, execute, acknowledge, and deliver to Landlord or to the holder of any mortgage, deed to secure debt, deed of trust, or other instrument affecting or encumbering the Building or the land underlying the Building or to the lessor under any ground lease affecting the Building or the land underlying the Building, without expense, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and all commercially reasonable instruments that may be necessary to make this Lease superior to any such person mortgage, deed to secure debt, deed of trust or successor other instrument or assign being herein collectively referred the grant of any such ground lease, and each renewal, modification, consolidation, replacement, and extension thereof. (d) If the holder of any mortgage, deed to as “Successor Landlord”) secure debt, deed of trust or other financing instrument affecting or encumbering the Building or the land underlying the Building or if the lessor under any ground lease affecting the Building or the land underlying the Building or the air rights in which the Building is located shall hereafter succeed to the rights of Landlord under this Lease Lease, whether through possession or foreclosure action or exercise of private power of sale or delivery of a new lease or deed or otherwiselease, Tenant agreesshall, at the election and upon request option of any such Successor Landlordholder or lessor, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, successor as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, date of such succession to Landlord’s interest and shall promptly execute and deliver any commercially reasonable instrument that may be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments reasonably necessary to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancyattornment. Upon such attornment attornment, this Lease shall continue in full force and effect as a direct lease between such Successor successor Landlord and Tenant upon Tenant, subject to all of the then executory terms terms, covenants, and conditions of this Lease and pursuant to the provisions Lease. (e) As of the Subordination Non-Disturbance date hereof, this Lease is subject and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date subordinate to: (i) the only Superior Lease affecting lien and security title of Landlord’s existing mortgagee (the Land and Building is “Existing Lender”); (ii) that certain Air Rights Lease dated September 1, 2005, by and between ▇▇▇▇▇ Enterprises, Inc., as of April 7, 1996 and that Abbey Lafayette Owner LLP lessor (“Owner▇▇▇▇▇”), and Landlord’s predecessor-in-title, 55 ▇▇▇▇▇ Plaza Associates, LLC, as lessee (“55APA”) is (as amended, the “Air Rights Lease”); and (iii) that certain Lease Agreement dated December 28, 2005, between the Development Authority of ▇▇▇▇▇▇ County (“DAFC”) and 55APA (as amended, the “Sublease”). (f) Prior to the Effective Date, Landlord, Tenant, and the Existing Lender have executed a subordination, non-disturbance and attornment agreement in substantially the form attached as Exhibit H. (g) Landlord under that Superior shall indemnify and hold Tenant harmless from and against any and all of Tenant’s Disturbance Relocation Costs (hereinafter defined) caused by ▇▇▇▇▇’▇ legal assertion of rights to terminate this Lease or Tenant’s right of possession hereunder following a termination of the Air Rights Lease, so long as at the time ▇▇▇▇▇ asserts such rights Tenant continues to observe and (ii) there is no current Superior Mortgage; Landlord fully reserving perform all rights in the future to mortgage of its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease Lease. Landlord’s liability under the preceding sentence shall terminate in the event that (i) within thirty (30) days of the Execution Date, Landlord delivers tenders to Tenant a ground lease nondisturbance subordination, non-disturbance and attornment agreement from ▇▇▇▇▇ (the, “▇▇▇▇▇ SNDA”). Tenant agrees to accept and to execute the form of ▇▇▇▇▇ SNDA tendered by Landlord so long it is commercially reasonable and includes provisions stating that, notwithstanding any termination of the Air Rights Lease, but subject to customary lessor liability and/or recognition carve-outs, this Lease and the rights of Tenant hereunder shall not be disturbed by ▇▇▇▇▇ but shall continue in full force and effect so long as Tenant continues to observe and perform all of its obligations under this Lease. As used herein, the term “Disturbance Relocation Costs” means the actual, third-party costs and expenses incurred by Tenant in connection with relocating from the Premises to relocation space by reason of the risks for which Landlord is indemnifying Tenant hereunder, and shall include moving costs and any increases in the form attached hereto as Exhibit I -1 net rental amounts which Tenant must pay under the replacement lease (“Ground Lease NDA”) from Owner; and (ii) if and on a per square foot basis), but only to the extent any mortgage that the replacement space is placed on the Property at any time subsequent comparable to the Execution DatePremises and located in Comparable Buildings. Disturbance Relocation Costs shall in all events specifically exclude lost profits, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; damages for inconvenience and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)consequential damages.

Subordination and Attornment. Section 23.01 SECTION 20.01. This Lease Lease, and all rights of Tenant hereunder are and shall be subject and subordinate subordinate, in all respects respects, to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and and/or grants of term of the Land and and/or the Building or any the portion thereof (collectively, including in which the applicable items set forth Premises are located in subdivision (d) of this Section 23.01, a “Superior Lease”), whole or in part; (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation building loan agreements, which may now or hereafter affect the Land, Land and/or the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01"SUPERIOR MORTGAGES"), a “Superior Mortgage”) whether or not such the Superior Mortgage Mortgages shall also covers cover other lands or buildings or leases, and/or buildings; and (c) each and every advance made or hereafter to be made under a the Superior Mortgage, (d) Mortgages and to all renewals, modificationsmodification, replacements, supplements, substitutions and extensions of any the Superior Lease Mortgage, and any Superior Mortgage spreaders and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative operative, and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requestedrequired, that Landlord, Landlord or the holder of a Superior Mortgage or any Superior Lessor or Superior Mortgagee of their respective successors in interest may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable)subordination, and the same shall be executed in turn by Landlord, Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any Superior Lessor or Superior Mortgageesuch instrument for and on behalf of Tenant. Section 23.02 If SECTION 20.02. If, at any time prior to the termination expiration of this Leasethe Term, any the holder of a Superior Lessor Mortgage shall become the owner of the Building as a result of foreclosure of its mortgage or Superior Mortgagee or any personconveyance of the Building, or any Superior Lessor’s, Superior Mortgagee’s become a mortgagee in possession of the Land or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseBuilding, Tenant agrees, at the election and upon request demand of any such Successor Landlordowner of the Land or the Building, or of the holder of any Superior Mortgage (including a leasehold mortgagee) in possession of the Land or the Building, to attorn fully and completelyattorn, from time to time, to and recognize any such Successor Landlordowner, as Tenant’s landlord under this Lease holder or lessee, upon the then executory terms and conditions of this Lease, provided that such owner, holder or lessee, as the case may be, shall then be entitled to possession of the Premises. Such successor in interest to Landlord shall not be bound by (a) any payment of Fixed Rent or Additional Rent for more than one month in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under the Lease, (b) any amendment, modification or termination of this Lease made without the consent of the holder of the Superior Mortgage or such successor in interest whose name is disclosed to Tenant, (c) any offsets which may be asserted by the lessee hereunder against payments of rent as a result of any default by or claims against Landlord hereunder arising prior to the date such successor takes possession of the Premises, or (d) any obligation by Landlord as lessor hereunder to perform any work or grant any concession without the mortgagee's express assumption of such obligation to perform work or grant such concession. The foregoing provision provisions of this Section shall inure to the benefit of any such Successor Landlordowner, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, holder or lessee and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, although Tenant shall execute such an instrument upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all request of the then executory terms holder of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current a Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This Lease Lease, and all Tenant's rights of Tenant hereunder hereunder, are and shall be hereby made expressly subject and subordinate in at all respects times to (a) any and all present and future mortgages, ground leases, operating leases, superior leases, overriding leases and or underlying leases affecting the Premises which have been executed and grants of term of the Land delivered by Landlord, or its successors or assigns, or are hereafter created and the Building or any portion and all extensions and renewals thereof (collectivelyand substitutions therefore and modifications and amendments thereof, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) and to any and all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance advances made or to be made under a Superior Mortgageor upon said mortgages, (d) all renewalsground or underlying leases and, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case event of a sale or assignment of landlord’s interest in the Premises or the Building or if the Premises or the Building comes into the hands of a mortgagee, ground lessor or any other person, Tenant shall attorn to the purchaser or such mortgagee or other person and recognize the same as Landlord hereunder. Within ten (10) days of written request therefore, Tenant will execute any instrument or instruments which the Landlord may deem necessary or desirable to further evidence the subordination of this Lease and attornment hereunder. 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 instrument or instruments. In the event the Tenant shall refuse after reasonable notice to execute such instrument or instruments, the Landlord may, in addition to any future Superior Leases right or Superior Mortgagesremedy occurring hereunder, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of terminate this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) leased without incurring any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), liability whatsoever and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior estate hereby granted is expressly limited accordingly. Tenant further agrees to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or make such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred reasonable modifications to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at (not increasing Tenant's obligations hereunder) as may be requested by the election and upon request holder of any such Successor Landlordmortgage, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this ground or underlying Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This Lease and all Tenant's interests and rights of Tenant hereunder are and shall be subject and subordinate in at all respects times to (a) all present and future ground leasesthe lien of any mortgage, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now existing or hereafter affect created, on or against the LandProject, the Building or the Superior Lease (collectivelyPremises by Landlord, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01all amendments, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leasesrestatements, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsconsolidations, supplementsrefinancings, substitutions assignments and extensions thereof, without the necessity of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument or act on the part of subordination shall be requiredTenant. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of the holder of any such Successor Landlordmortgage, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Leaseholder. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, Tenant agrees upon demand of any such Successor Landlord agrees to execute, from time to time, acknowledge and deliver such instruments to evidence and confirm the foregoing provisions other documents confirming such subordination and such instruments and other documents of this Section satisfactory to attornment as shall be requested by any such Successor Landlordholder. Tenant hereby irrevocably appoints Landlord as Tenant's attorney-in-fact (such power of attorney being coupled with an interest) to execute, acknowledging acknowledge and deliver any such attornment instrument and setting forth instruments for and in the terms name of Tenant and conditions of to cause any such instrument or other documents to be recorded. Notwithstanding the foregoing, any such holder may at any time subordinate its tenancy. Upon such attornment mortgage to this Lease, without Tenant's consent, by written notice to Tenant, and thereupon this Lease shall continue be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording, and in full force and effect as a direct lease between that event, such Successor Landlord and Tenant upon all of holder shall have the then executory terms of same rights with respect to this Lease and pursuant as though this Lease had been executed prior to the provisions execution, delivery and recording of the Subordination Non-Disturbance such mortgage and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future had been assigned to mortgage its interests to one or more Superior Mortgageessuch holder. Notwithstanding anything The term "mortgage" whenever used in this Article 23 Lease shall be deemed to include deeds of trust, mortgages, security deeds, security assignments and any other instrument which creates a lien. Any reference to the contrary, it "holder" of such a mortgage shall be an express condition precedent deemed to Tenant’s obligations include the beneficiary under this Lease that (i) within thirty (30) days a deed of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)trust.

Subordination and Attornment. Section 23.01 This Subject to the provisions of subparagraph 30(b) below, this Lease shall be subordinate to the right, title, and interest of any lender or other party holding a security interest in or a lien upon the Premises under any and all rights of Tenant hereunder are and shall be subject and subordinate in all respects mortgage instruments or deeds to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of secure debt presently encumbering the Land and Premises or the Building and to any and all other deeds to secure debt or mortgage instruments hereafter encumbering the Premises or the Building. Lessee shall at anytime hereafter, on demand of Lessor or the holder of any portion thereof (collectivelysuch deed to secure debt or mortgage instrument, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, execute any instruments which may now or hereafter affect reasonably be required by such party for the Land, purpose of evidencing the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases the lien or Superior Mortgagessecurity of such party. (A) The following provisions shall be applicable to the subordinations provided under subparagraph (a) above: (i) Lessor agrees, within sixty (60) days following the Superior Lessor date this Lease is fully executed, to obtain from its present lender a non disturbance agreement providing that, in the event the deed to secure debt or Superior Mortgagee agrees not to disturb the mortgage instrument is foreclosed, Lessee's possession of Tenant the Premises shall not be disturbed so long as Tenant no Event of Default shall have occurred and is not in default hereundercontinuing and so long as Lessee continues to comply with the terms of this Lease (a "Non disturbance Agreement"), ; and (eii) as to any deed to secure debt or mortgage instrument that is placed against the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in Premises or the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in Building after the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination date of this Lease, the foregoing subordination shall not be effective unless the holder of such deed to secure debt or mortgage instrument shall execute and deliver to Lessee a Nondisturbance Agreement. (B) Lessee shall, upon demand, at any Superior time or times, execute, acknowledge, and deliver to Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and holder of any such person instruments or successor deeds to secure debt, without expense, any and all documents that may be necessary to make this Lease superior to the lien of any of the same. (C) If the holder of any of said instruments or assign being herein collectively referred deeds to as “Successor Landlord”) secure debt shall hereafter succeed to the rights of Landlord Lessor under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseLease, Tenant agreesLessee shall, at the election and upon request option of such holder or a purchaser at any such Successor Landlordforeclosure or sale under power, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, successor as Tenant’s Lessee's landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section Lessee shall inure to the benefit of any such Successor Landlordpromptly execute, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demandacknowledge, and no further deliver any instrument shall that may be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments necessary to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancyattornment. Upon such attornment attornment, this Lease shall continue in full force and effect as a direct lease between such Successor Landlord each successor Lessor and Tenant upon Lessee, subject to all of the then executory terms terms, covenants, and conditions of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Lease. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 68.1 This Lease and all rights of Tenant hereunder are are, and shall be be, subject and subordinate in all respects to to: (ai) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land land on which the Building stands (“Land”) and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (div) of this Section 23.01below, a the “Superior Lease”), ; (bii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (ciii) and (div) of this Section 23.01below, a the “Superior Mortgage”) whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leases, except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage; (ciii) each advance made or to be made under a the Superior Mortgage, ; and (div) all renewalsamendments, modifications, replacements, supplements, substitutions renewals, substitutions, refinancings and extensions extensions’ of any the Superior Lease and any the Superior Mortgage and all spreaders and consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section Article shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly (but no later than fifteen (15) days after any written request therefore) execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form form, if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request at any time and from time to time to evidence such subordination. The Superior Mortgagee may elect that this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to, or subsequent to, the date of such Superior Mortgage. If, in connection with obtaining, continuing or renewing of financing for which the Building, Land or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, the Superior Mortgagee shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not materially and adversely increase the obligations of Tenant hereunder, diminish the rights of Tenant hereunder, or cause any change in (i) Tenant’s financial obligations (including, without limitation Fixed Rental or Additional Rental) hereunder, (ii) Building services, (iii) the size of the Premises, (iv) the permitted use of the Premises, (v) any assignment or sublet rights, (vi) the Credit, (vii) Tenant’s Proportionate Share, (viii) Landlord’s Work, or (ix) the term of this Lease. 68.2 Landlord hereby notifies Tenant that this Lease may not be cancelled or surrendered, or modified or amended so as to reduce the Fixed Rental or Additional Rental, shorten the term or adversely affect in any other respect, to any material extent, the rights of Landlord hereunder, and that Landlord may not accept prepayments of any installments of Fixed Rental or Additional Rental except for prepayments in the nature of security for the performance of Tenant’s obligations hereunder, the first monthly installment of Fixed Rental, the Tax Payment if required to be prepaid as per Article 44 of this Lease, and the Money For Landlord’s Work, without the consent of any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to in each instance, except that said consent shall not be required for the forms attached as Exhibit I prosecution of any action or Exhibit I-1, as applicable), and proceedings against Tenant by reason of a default on the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgageepart of Tenant under the terms of this Lease. Section 23.02 If 68.3 If, at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, other person or any Superior Lessor’s, Superior Mortgagee’s or such person’s the successors or assigns of the foregoing (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseLease, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, completely attorn to and recognize any such Successor Landlord, as Tenant’s landlord Landlord under this Lease upon the then executory terms of this Lease, provided such Successor Landlord shall agree in writing to accept Tenant’s attornment. The foregoing provision provisions of this Section subparagraph shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand Upon the request of any such Successor Landlord agrees to executeLandlord, Tenant shall execute and deliver, from time to time, instruments satisfactory to any such Successor Landlord in recordable form, if requested, to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlordsubparagraph, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 except that such Successor Landlord warrants and represents that as of the Execution Date shall not be: (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as liable for any previous act or omission or negligence of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior this Lease, and ; (ii) there is no current subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease made after the granting of such senior interest, or by any previous prepayment of more than one month’s Fixed Rental or Additional Rental, unless such modification or prepayment shall have been approved in writing by any Superior MortgageLessor or Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease; Landlord fully reserving all rights (iv) obligated to repair the Premises or the Building or any part thereof, in the future event of total or substantial damage beyond such repair as can reasonably be completed with the net proceeds of insurance actually made available to mortgage its interests Successor Landlord, provided all insurance to one be maintained by the Landlord hereunder is thus maintained; or more Superior Mortgagees(v) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be completed with the net proceeds of any award actually made available to Successor Landlord, or consequential damages allocable to the part of the Premises or the Building not taken. Notwithstanding anything Nothing contained in this Article 23 to the contrary, it subparagraph shall be an express condition precedent construed to Tenant’s obligations under impair any right otherwise exercisable by any such Successor Landlord. 68.4 If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease that or to claim a partial or total eviction, Tenant will not exercise any such right until (i) within thirty (30) days it has given written notice of the Execution Date, Landlord delivers such act or omission to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the each Superior Mortgagee execute and deliver each Superior Lessor, whose name and address shall have previously been furnished to Tenant a Ground Lease NDA substantially in the form attached hereto as part Tenant, by delivering notice of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part such act of Exhibit I (omission addressed to be executed by Tenant as contemplated in Section 23.01).each such party at

Subordination and Attornment. Section 23.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to to: (ai) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land Center and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision Subdivision (div) of this Section 23.01Section, a “the "Superior Lease”", and the party then exercising the rights of landlord thereunder being referred to herein as the "Superior Lessor"), ; (bii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the LandCenter, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions Subdivisions (ciii) and (div) of this Section 23.01Section, a “the "Superior Mortgage”", and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the "Superior Mortgagee") whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leases, leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage: (ciii) each advance made or to be made under a the Superior Mortgage, ; and (div) all renewals, modifications, replacements, supplements, substitutions and extensions of any the Superior Lease and any the Superior Mortgage and all spreaders and consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination provided it subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within 10 days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments for and on behalf of Tenant. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is substantially similar dated prior to or subsequent to the forms attached as Exhibit I or Exhibit I-1date of such Superior Mortgage. If, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any the Superior Lessor or the Superior Mortgagee or any person, or any the Superior Lessor’s, 's or Superior Mortgagee’s 's or such person’s 's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “"Successor Landlord”") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, completely attorn to and recognize any such Successor Landlord, as Tenant’s 's landlord under this Lease upon the then then-executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provision provisions of this Section shall shall: (i) inure to the benefit of any such Successor Landlord, shall ; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall ; (iii) be self-operative upon any such demand, ; and (iv) require no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions conditions, of its tenancytenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then then-executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 except that such Successor Landlord warrants and represents that as of the Execution Date shall not be: (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as liable for any previous act or omission or negligence of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior this Lease, and ; (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future subject to mortgage its interests to one any counterclaim, defense or more Superior Mortgagees. Notwithstanding anything offset, not expressly provided for in this Article 23 Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Leasehold Improvements or other work with respect to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that Premises; (iiv) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent bound by any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination previous modification or amendment of this Lease to or by any future Superior Lease and/or any future Superior Mortgageprevious prepayment of more than one month's Rent, that unless such modification or prepayment shall have been approved in writing by the Superior Lessor and/or or the Superior Mortgagee execute and deliver through or by reason of which the Successor Landlord shall have succeeded to Tenant a Ground Lease NDA substantially the rights of Landlord under this Lease; (v) obligated to repair the Premises or the Building or any part thereof, in the form attached hereto event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (vi) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of Exhibit I-1 and/or a Mortgage NDA substantially the Premises or the Building not taken. Nothing contained in the form attached hereto as part of Exhibit I (this Section shall be construed to be executed impair any right otherwise exercisable by Tenant as contemplated in Section 23.01)any such owner, holder or lessee.

Subordination and Attornment. Section 23.01 This (a) Except as provided in Subparagraph (c) below with respect to mortgage subordination, this Lease and all rights of Tenant Lessee hereunder are and shall be subject and subordinate in all respects to the lien and security title of Lessor’s Mortgage (defined herein below). Lessee recognizes and agrees to the rights of the holder of Lessor’s Mortgage to foreclose or exercise the power of sale against the premises under Lessor’s Mortgage. (b) While subparagraph (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant above is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative operative, and no further instrument of or subordination shall be required. In necessary, Lessee shall, in confirmation thereof; Tenant shall promptly execute and deliverof such subordination, upon demand, at its own cost any time or times, execute, acknowledge and expense, (x) in the case deliver to Lessor or a holder of a Superior Lessor’s Mortgage, a Subordination, Non-Disturbance any and Attornment Agreement in the form all instruments requested by either of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request them to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgageesubordination. Section 23.02 If (c) Lessee shall, upon demand, at any time prior or times, execute, acknowledge and deliver to a holder of Lessor’s Mortgage, any and all instruments that may be necessary to make this Lease superior to the termination lien of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such personMortgage. (d) If a holder of Lessor’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) Mortgage shall hereafter succeed to the rights of Landlord Lessor under this Lease, whether through possession, foreclosure, deed-under-power, deed-in-lieu or otherwise, Lessee shall, at the option of such holder, attorn to and recognize such successor as Lessee’s Lessor under this Lease through possession without change in the terms and provisions of this Lease (provided that such successor shall not be bound by (i) any payment of rent or foreclosure or delivery additional rent for more than one month in advance, except prepayments in the nature of a new lease or deed or otherwise, Tenant agrees, at security for the election and upon request performance by Lessee of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord its obligations under this Lease upon Lease, and then only if such prepayments have been deposited with and are under the then executory terms control of such successor, or (ii) any provision or amendment or modification of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further shall promptly execute and deliver any instrument shall that may be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments necessary to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancyattornment. Upon such attornment attornment, this Lease shall continue in full force and effect as a direct lease between such Successor Landlord each successor Lessor and Tenant upon Lessee, subject to all of the then executory terms terms, covenants and conditions of this Lease Lease. (e) If Lessee fails at any time to execute, acknowledge and pursuant deliver any of the instruments provided for by Subparagraphs (b), (c) and (d) above within ten days after Lessor’s notice to do so, Lessor, in addition to the provisions remedies granted to Lessor in this Lease for a default, may execute, acknowledge and deliver any and all of such instruments as the Subordination Nonattorney-Disturbance in-fact of Lessee and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)in its name, place and stead, and Lessee hereby irrevocably appoints Lessor, its successors and assigns as such attorney-in-fact. Section 23.03 Landlord warrants (f) From time to time and represents that as upon not less than five (5) days prior notice, Lessee shall execute, acknowledge and deliver to a holder of the Execution Date Lessor’s Mortgage a statement in writing addressed to it certifying (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that is unmodified and in full force and effect (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) or if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgagethere have been modifications, that the Superior same are in full force and effect as modified and specifying the modification), the date to which rent and other charges have been paid, and whether or not to the knowledge of the signer there exists any failure by Lessor and/or the Superior Mortgagee execute and deliver to Tenant perform any term, covenant or condition contained in this Lease and, if so, specifying such failure. It is intended that any such statement may be relied upon by a Ground Lease NDA substantially in the form attached hereto as part holder of Exhibit I-1 and/or Lessor’s Mortgage or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)purchaser thereunder.

Subordination and Attornment. Section 23.01 22.1 This Lease and all rights of Tenant hereunder in the Premises are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”)Mortgages, (b) all mortgages each and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each every advance made or to be made under a any Superior Mortgage, Mortgage and (dc) all renewals, modifications, replacements, supplementssubstitutions, substitutions extensions, spreaders and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section 22.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliver, at its own cost and expensewithout charge, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other an instrument, in recordable form if requestedform, that Landlord, any Superior Lessor Landlord or a Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, subordination. 22.2 If any Superior Lessor Mortgagee shall become the owner of the Premises as a result of foreclosure of its Superior Mortgage or through a deed in lieu of foreclosure, or as a Superior Mortgagee. Section 23.02 If at any time prior Mortgagee in possession, then (i) Tenant shall attorn to and recognize the termination of Superior Mortgagee as Tenant's Landlord under this Lease, upon and subject to the then-executory terms and conditions of this Lease and (ii) provided Tenant is not in default beyond any Superior Lessor or applicable notice and cure periods of any of its obligations under this Lease, the Superior Mortgagee shall agree (A) not to disturb Tenant (it being agreed that naming Tenant as a defendant in a foreclosure action for procedural purposes only shall not be deemed a disturbance of Tenant), (B) to recognize Tenant as tenant under all of the then-executory terms and conditions of this Lease and (C) not to reduce any of Tenant's rights or increase any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns of Tenant's obligations under this Lease (and the Superior Lessor, Superior Mortgagee and Tenant shall execute and deliver any instrument reasonably requested by the other to evidence such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseattornment, Tenant agreesnon-disturbance, at the election recognition and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Leaseagreement). The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, provisions shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination foreclosure of the any Superior Lease, Mortgage; shall be self-operative upon any such demand, ; and no further instrument shall be required to give effect to said provisions. TenantTenant agrees that no Superior Mortgagee or purchaser at a foreclosure sale shall be (a) liable for any previous act or omission of Landlord, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory (b) subject to any such Successor counterclaim, defense or offset which shall have accrued to Tenant against Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms or (c) bound by any previous modification of this Lease and pursuant to the provisions or by any prepayment of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) more than one month's Fixed Rent, unless such modification or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights prepayment shall have been approved in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or writing by the Superior Mortgagee execute and deliver through or by reason of which such purchaser shall have succeeded to the rights of Landlord under this Lease. 22.3 If any act or omission by Landlord shall give Tenant the right to terminate this Lease or to claim a partial or total eviction or abatement of rent, Tenant will not exercise any such right until (a) it has given notice of such act or omission to all Superior Mortgagees, addressed to such Superior Mortgagees at the last addresses furnished to Tenant and (b) a Ground Lease NDA substantially in period of 30 days for remedying such act or omission shall have elapsed following the form attached hereto as part giving of Exhibit I-1 and/or a Mortgage NDA substantially in such notice during which no such Superior Mortgagee shall have commenced and continued to remedy such act or omission or to cause the form attached hereto as part of Exhibit I (same to be executed by remedied, provided that within such 30-day period such Superior Mortgagee shall have delivered to Tenant as contemplated in Section 23.01)its written agreement to commence to remedy such act or omission or to cause the same to be remedied.

Subordination and Attornment. Section 23.01 This Lease and all rights the right of the Tenant hereunder are and shall be expressly subject and subordinate in all respects to (a) all present the lien and future provisions of any mortgage, deed of trust, deed to secure debt, ground lease, assignment of leases, or other security instrument or operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof agreement (collectively, including the applicable items set forth in subdivision (dcollectively a "Security Instrument") of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect encumbering the LandPremises, the Building Building, the Property, or the Superior Lease (collectivelyany part thereof, including the applicable items set forth in subdivisions (c) and (d) all amendments, renewals, modifications and extensions of this Section 23.01, a “Superior Mortgage”) whether or not and to any such Superior Mortgage also covers other lands or buildings or leases, (c) each advance Security Instrument and to all advances made or hereafter to be made under a Superior Mortgageupon such Security Instrument, (d) all renewalsprovided, modificationshowever, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as the Tenant is not in default hereunder), and (e) under the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination terms of this Lease, the holder of any Superior Lessor or Superior Mortgagee such instrument shall not disturb the Tenant's possession of the Premises in the event of the exercise of such holder's rights under such instrument. The Tenant agrees to execute and deliver such further instruments, in such form as may be required by Landlord or any personholder of a proposed or existing Security Instrument, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (subordinating this Lease to the Superior Lessor, Superior Mortgagee and lien of any such person Security Instrument as may be requested in writing by the Landlord or successor or assign being herein collectively referred holder from time to as “Successor Landlord”) shall succeed to time. In the rights event of Landlord under this Lease through possession or the foreclosure or delivery of a new lease or deed any such Security Instrument by voluntary agreement or otherwise, Tenant agreesor the commencement of any judicial action seeking such foreclosure, the Tenant, at the election request of the then Landlord, shall attorn to and recognize such mortgagee or purchaser in foreclosure as the Tenant's landlord under this Lease. The Tenant agrees to execute and deliver at any time upon request of such mortgagee, purchaser, or their successors, any instrument to further evidence such Successor Landlord, to attorn fully and completely, attornment. The Tenant shall from time to time, to and recognize any such Successor upon not less than ten (10) days' prior written request by the Landlord, as Tenant’s landlord under deliver to the Landlord a statement in writing certifying that this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, is unmodified and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect effect, or, if there have been modifications, that this Lease, as modified, is in full force and effect; providing a direct lease between such Successor Landlord true, correct and Tenant upon all complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then executory terms of payable under this Lease and pursuant the date to which the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents Rent has been paid; that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights not in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations default under this Lease or, if in default, a detailed description of such default; that (i) within thirty (30) days the Tenant is or is not in possession of the Execution DatePremises, Landlord delivers to Tenant a ground lease nondisturbance agreement in as the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Ownercase may be; and (ii) if containing such other information and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto agreements as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to may be executed by Tenant as contemplated in Section 23.01)reasonably requested.

Subordination and Attornment. Section 23.01 This Lease is and all rights of Tenant hereunder are and shall will be subject and subordinate in all respects to (a) all present and future any ground leaseslease, operating leases, superior leases, overriding leases and underlying leases and grants mortgage or deed of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may trust now or hereafter affect later encumbering the LandPremises, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all their renewals, modifications, replacements, supplements, substitutions consolidations and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage replacements (provided that in the case of an “Encumbrance”). While such subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly occur automatically, ▇▇▇▇▇▇ agrees, upon request by and without cost to Landlord or any successor in interest, to execute and deliver, at its own cost and expense, (xdeliver to Landlord or the holder of an Encumbrance such instrument(s) as may be reasonably required by Landlord or such successor in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request interest to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1subordination, as applicable), and the same shall be executed in turn within ten (10) days after request by Landlord. In the alternative, however, the holder of an Encumbrance may unilaterally elect to subordinate such Encumbrance to this Lease. ▇▇▇▇▇▇▇▇ agrees to request from the holder of any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior Encumbrance, a nondisturbance agreement in such party’s customary form; provided, however that the failure of such party to the termination deliver a nondisturbance agreement following such request shall not be a breach of this Lease, Lease or entitle Tenant to any Superior Lessor or Superior Mortgagee or remedies against Landlord. If the interest of ▇▇▇▇▇▇▇▇ is transferred to any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns person (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as a “Successor Landlord”) shall succeed to by reason of the rights termination or foreclosure, or proceedings for enforcement, of Landlord under this Lease through possession an Encumbrance, or foreclosure or by delivery of a new lease deed in lieu of such foreclosure or deed or otherwiseproceedings, Tenant agreesthen, at the election option and upon request the demand of any such the Successor Landlord, Tenant will immediately and automatically attorn to attorn fully and completely, from time to time, to and recognize any such the Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall will continue in full force and effect as a direct lease between such the Successor Landlord and Tenant Tenant, upon all of the then executory terms same terms, conditions and covenants as stated in this Lease except that a Successor Landlord shall not be (a) liable for any previous act or omission or negligence of Landlord under this Lease, (b) subject to any counterclaim, defense or offset not expressly provided for in this Lease and asserted with reasonable promptness, which therefore shall have accrued to Tenant against Landlord, (c) bound by an previous modification or amendment of this Lease and pursuant or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been approved in writing by the holder of any Encumbrance through or by reason of which the Successor Landlord shall have succeeded to the provisions rights of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and this Lease or (iid) there is no current Superior Mortgage; Landlord fully reserving all rights in the future obligated to mortgage its interests to one perform any repairs or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenantother work beyond Landlord’s obligations under this Lease that (i) within thirty (30) days of the Execution DateLease. ▇▇▇▇▇▇ agrees, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; upon request by and (ii) if and without cost to the extent any mortgage is placed on the Property at any time subsequent Successor Landlord, to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee promptly execute and deliver to the Successor Landlord such instrument(s) as may be reasonably required by Successor Landlord to evidence such attornment. In the event that the holder of any first mortgage encumbering the Leased Premises shall succeed to the interest of Landlord by reason of the enforcement of such Encumbrance, then, at the request of the holder of such Encumbrance, Tenant shall enter into a Ground Lease NDA substantially new lease with such Encumbrance holder for the balance of the Term on all of the same terms and conditions as are set forth in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)this Lease.

Subordination and Attornment. Section 23.01 This (a) Except as provided in subparagraph (c) below with respect to mortgage subordination, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien of any first mortgage, deed to secure debt, deed of trust, or other instrument in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion nature thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect Landlord's interest in the LandPremises and to any other instrument encumbering the Landlord's interest in the Premises and to any modifications, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modificationsconsolidations, replacementsextensions, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage or replacements thereof. (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and b) Subparagraph (ea) the Permitted Encumbrances. The provisions of this Section above shall be self-operative operative, and no further instrument of subordination shall be requiredrequired by the holder of any such instrument. In confirmation thereof; of such subordination, Tenant shall promptly execute and delivershall, upon demand, at its own cost any time or times, execute, acknowledge, and deliver to Landlord or the holder of any such mortgage, deed to secure debt, deed of trust, or other such instrument, without expense, (x) in any and all instruments that may be requested by such holder to evidence the case subordination of a Superior Mortgagethis Lease and all rights hereunder to the lien of any such mortgage, a Subordinationdeed to secure debt, Non-Disturbance and Attornment Agreement in the form deed of Exhibit I attached hereto; trust, or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requestedand each such renewals, that Landlordmodification, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1consolidation, as applicable)replacement, and extension thereof, and if Tenant shall fail at any time, within ten (10) days following the giving of written request therefor, to execute, acknowledge, and deliver any such instrument, Landlord or such holder, in addition to any other remedies available to it in consequence thereof, may execute, acknowledge, and deliver the same shall be executed as the attorney-in-fact of Tenant and in turn by LandlordTenant's name, any Superior Lessor place, and stead, and Tenant hereby irrevocably makes, constitutes, and appoints Landlord or Superior Mortgageesuch holder, and their respective successors and assigns, such attorney-in-fact for that purpose. Section 23.02 If (c) Tenant shall, upon demand, at any time prior or times, execute, acknowledge, and deliver to Landlord or to the termination holder of this Leaseany mortgage, deed to secure debt, deed of trust, or other instrument affecting or encumbering the Landlord's interest in the Premises, without expense, any Superior Lessor and all instruments that may be necessary to make this Lease superior to the lien of any such mortgage, deed to secure debt, deed of trust or Superior Mortgagee or other instrument, and each renewal, modification, consolidation, replacement, and extension thereof, and if Tenant shall fail at any persontime, or within ten (10) days following the giving of a written request therefor, to execute, acknowledge, and deliver any Superior Lessor’ssuch instrument, Superior Mortgagee’s Landlord or such person’s successors holder, in addition to any other remedies available to it in consequence thereof, may (d) If the holder of any mortgage, deed to secure debt, deed of trust or assigns (other instrument affecting or encumbering Landlord's interest in the Superior LessorPremises, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall hereafter succeed to the rights of Landlord under this Lease Lease, whether through possession or foreclosure action or delivery of a new lease or deed or otherwiselease, Tenant agreesshall, at the election and upon request option of any such Successor Landlordholder, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, successor as Tenant’s 's landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section and shall inure promptly execute and deliver any instrument that may be necessary to the benefit of any evidence such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demandattornment, and no further Tenant hereby irrevocably appoints Landlord or such holder the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant should Tenant refuse and fail to do so within ten (10) days after Landlord or such holder shall be required have given notice to give effect to said provisions. Tenant, however, upon demand Tenant requesting the execution and delivery of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancyinstrument. Upon such attornment attornment, this Lease shall continue in full force and effect as a direct lease between such Successor Landlord successor landlord and Tenant upon Tenant, subject to all of the then executory terms terms, covenants, and conditions of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Lease. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future Upon request of ▇▇▇▇▇▇▇▇, or any mortgagee or beneficiary of Landlord, Tenant will in writing subordinate its rights hereunder to the interest of any ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term lessor of the Land land upon which the Premises are situated and to the Building lien of any mortgage or any portion thereof (collectivelydeed of trust, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect in force against the Landland and Building of which the Premises are a part (including any refinancings or replacements thereof), or upon any building hereafter placed upon the land upon which the Building is located, and to all advances hereafter made upon the security thereof; provided, however, that Tenant’s obligations under the Lease are conditioned upon the Landlord delivering to the Tenant a non-disturbance agreement from every ground lessor, mortgagee or trustee of the Superior Lease Premises.. Landlord hereby subordinates all statutory and contractual landlord’s liens (collectivelyand, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant ▇▇▇▇▇▇ is not in default hereunderat the time, agrees to sign documents so indicating, upon ▇▇▇▇▇▇’s request) to any liens or security interests covering Tenant’s inventory, or financed fixtures, furniture or equipment of Tenant in favor of bona-fide third-party lenders providing financing to Tenant (including purchase-money financing). Additionally, and (e) the Permitted Encumbrances. The provisions of this Section Tenant shall be self-operative permitted to remove contents from the Premises without Landlord’s consent (free and no further instrument clear of subordination shall be required. any landlord’s liens) whenever ▇▇▇▇▇▇ has not previously received from Landlord a written notice of default which remains uncured. (b) In confirmation thereof; Tenant shall promptly execute and deliverthe event any proceedings are brought for foreclosure, at its own cost and expense, (x) or in the case event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, or in the event of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in sale or conveyance of the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn Building by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior Tenant shall attorn to the termination of purchaser upon any such foreclosure or sale or conveyance and recognize such purchaser as the landlord under this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, released from all obligations and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that liabilities hereunder as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as time of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 transfer of title to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Building.

Subordination and Attornment. Section 23.01 This Lease Sublease and all rights of Tenant SUBLESSEE hereunder are and shall be subject and subordinate in to the MASTER LEASE and to all respects ground and/or underlying Leases and to (a) all present trust indentures and future ground leasesmortgages, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building blanket or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreementsotherwise, which may do now or may hereafter affect the Land, the Building same or the Superior Lease real property of which the DEMISED PREMISES form a part (collectively, including the applicable items set forth in subdivisions (cand which may also affect other property) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) any and all renewals, modifications, replacementsconsolidations, supplements, substitutions replacements and extensions thereof. It is the intention of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided the parties that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be provision by self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisionssuch subordination of this Sublease. TenantSUBLESSEE shall, however, upon demand at any time or times, promptly execute, acknowledge and deliver to SUBLESSOR or OWNER, without expense to SUBLESSOR or OWNER, any and all instruments that may be necessary or proper to subordinate this Sublease and all rights of SUBLESSEE hereunder to any such Leases, indentures, and/or mortgages or to confirm or evidence said subordination, and in the event that SUBLESSEE shall fail or neglect so to execute, acknowledge and deliver any such subordination instrument or certificate, SUBLESSOR or OWNER, in addition to any other remedies may, as the agent or attorney-in-fact of SUBLESSEE, execute, acknowledge and deliver the same and SUBLESSEE hereby irrevocably nominates, constitutes and appoints SUBLESSOR or OWNER or SUBLESSOR'S or OWNER's designee as SUBLESSEE's proper and legal attorney-in-fact for such purpose. SUBLESSEE covenants and agrees, in the event any proceedings are brought for the foreclosure of any such Successor Landlord mortgage, to attorn to the purchaser upon any such foreclosure sale and to recognize such purchaser as the SUBLESSOR under this Sublease or, in the event of the termination, for any reason whatsoever, of any such underlying Lease above referred to, that SUBLESSEE will attorn to and recognize such holder as the then SUBLESSOR under this Sublease to the same extent and effect as the original SUBLESSOR hereunder. SUBLESSEE agrees to execute, execute and deliver at any time and from time to time, instruments upon the request of SUBLESSOR, or OWNER or any such holder, any instrument which, in the sole judgment of SUBLESSOR or OWNER may be necessary or appropriate in any of such events to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlordattornment. SUBLESSEE hereby appoints SUBLESSOR or OWNER or SUBLESSOR's designee, acknowledging or OWNER's designee, such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Leasereversioner, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future holder of such mortgage, or any of them, as the circumstances may require, the attorney-in-fact, irrevocably, of SUBLESSEE to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part for and on behalf of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)SUBLESSEE any such instrument.

Subordination and Attornment. Section 23.01 22.01. This Lease and all rights lease shall, at Landlord's option, be subordinate to the lien of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, mortgage which may now or hereafter affect the Landreal property of which the premises form a part, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsconsolidations, supplements, substitutions replacements and extensions thereof on the express condition that, such mortgage shall contain a provision to the effect that any purchaser at a sale on foreclosure of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that such mortgage or the mortgagee in the case event of subordination a strict foreclosure thereof, or as grantee under a deed in lieu of foreclosure, shall acquire the Building subject to this Lease to any future Superior Leases or Superior Mortgages, lease and the Superior Lessor or Superior Mortgagee agrees not to disturb the possession leasehold estate of Tenant so long created hereby and shall not disturb such leasehold estate, provided Tenant shall attorn to such purchase or mortgagee as Tenant is not in default hereunder)Landlord under this lease. In confirmation of such subordination, Tenant, mortgagee or purchaser and (e) Landlord shall execute promptly a reasonable subordination agreement embodying the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior MortgageeSection. Section 23.02 If at any time prior 22.02. Subject to the termination conditions set forth in Section 22.01, tenant shall attorn to any foreclosing mortgagee, purchaser at a foreclosure sale or purchaser by deed in lieu of this Leaseforeclosure, any Superior Lessor but no such mortgagee or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, purchaser shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as liable for any act or omission of April 7Landlord, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one bound by any payment of rent, additional rent or other charge made more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within than thirty (30) days in advance of the Execution Datedue date thereof. Section 22.03. Landlord shall use its best efforts to obtain a non-disturbance agreement, Landlord delivers in a form reasonably acceptable to Tenant a ground lease nondisturbance agreement in from the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent holder of any mortgage is placed on currently holding a lien against the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Building.

Subordination and Attornment. Section 23.01 13.01. This Lease and all rights of Tenant hereunder are and shall be is subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, ground leases which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) Real Property and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsconsolidations, supplements, substitutions replacements and extensions of any Superior Lease such mortgages and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrancesground leases. The provisions of this Section This clause shall be self-operative and no further instrument of subordination shall be requiredrequired by any mortgagee, affecting the Real Property. In confirmation thereof; of such subordination, Tenant shall execute promptly execute any certificate or other instrument that Landlord may reasonably request. Landlord hereby agrees to use reasonable efforts to obtain for Tenant a subordination, non-disturbance and deliverattornment agreement from all existing mortgagees and lessors, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the standard form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; customarily employed by such mortgagee and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgageelessor. Section 23.02 If 13.02. If, at any time prior to the termination expiration of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseDemised Term, Tenant agrees, at upon demand of the election and upon request holder of any such Successor Landlordmortgage in possession of the Building, to attorn fully and completely, from time to time, to and recognize any such Successor Landlordholder, as Tenant’s landlord under this Lease upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease, provided that such holder, shall then be entitled to possession of the Demised Premises. The foregoing provision provisions of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Leaseholder, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord holder, agrees to execute, from time to time, instruments to evidence and confirm in confirmation of the foregoing provisions of this Section Section, satisfactory to any such Successor Landlordholder, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such attornment holder. Section 13.03. From time to time, within five (5) business days next following a request by either party, the party to which the request is directed shall deliver to the requesting party a written statement executed and acknowledged, (i) stating that this Lease shall continue is then in full force and effect as a direct lease between such Successor Landlord and Tenant upon has not been modified (or if modified, setting forth the specific nature of all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1modifications). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there setting forth the date to which the Fixed Rent has been paid, and (iii) stating whether or not, the requesting party is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations default under this Lease Lease, and, if so setting forth the specific nature of all such defaults. Tenant acknowledges that (i) within thirty (30) days any statement which it delivers pursuant to this Section may be relied upon by a purchaser of the Execution DateBuilding, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent or by any mortgage is placed on the Property at any time subsequent to the Execution Datemortgagee, Landlord will provide Tenant within thirty (30) days or by assignee of the recording mortgagee. Landlord acknowledges that any statement which it delivers pursuant to this Section may be relied upon by a sub-tenant of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from any portion of the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to Demised Premises, or any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)third party.

Subordination and Attornment. Section 23.01 (a) Landlord expressly reserves the right at any time to place ground leases, liens and encumbrances of, on and against the Premises, or any portion thereof, superior in lien and effect to this Lease and the estate created hereby; provided however, that the holder of the lien or encumbrance and the landlord under the ground lease shall agree in writing to recognize Tenant’s rights under this Lease, notwithstanding any foreclosure of the lien or encumbrance or termination of the ground lease. Tenant shall attorn to any successor to ▇▇▇▇▇▇▇▇’s interest by foreclosure, trustee’s sale, or otherwise. (b) Upon a termination of a ground lease or a transfer in connection with foreclosure or trustee’s sale proceedings or in connection with a default under an encumbrance, whether by deed to the holder of the encumbrance in lieu of foreclosure or otherwise, Tenant, upon request, shall in writing attorn to the transferee, but the transferee shall not be: (i) subject to any offsets or defenses which Tenant might have against Landlord; or (ii) bound by any prepayment by Tenant of more than one month’s installment of rent; or (iii) subject to any liability or obligation of Landlord except those arising after the transfer. (c) Landlord shall have the right to grant such easements, to establish such restrictive covenants, and to grant such dedications of portions of the Premises as may be necessary or convenient for the development or operation of the Premises or other property; provided, however, that no such matter shall materially interfere with the use of Premises for the purposes set forth in this Lease nor impose any additional monetary obligations on Tenant. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision such matter. (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of The subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, operating and no further instrument shall be required to give effect to said provisionsnecessary. Nevertheless Tenant, howeveron request, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)instruments further evidencing such subordination.

Subordination and Attornment. Section 23.01 (a) This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present the lien and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants security title of term of the Land and the Building any deed to secure debt or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, similar instrument which may now or hereafter affect the Land, encumber Landlord's title in and to the Building or the Superior Lease (collectivelyand to any modifications, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modificationsconsolidations, replacementsextensions, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage or replacements thereof. (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and b) Subparagraph (ea) the Permitted Encumbrances. The provisions of this Section above shall be self-operative operative, and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrumentHowever, in recordable form if requestedconfirmation of such subordination, that LandlordTenant shall, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1upon demand, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior or times, execute, acknowledge, and deliver to Landlord or the holder of any such deed to secure debt or similar instrument, without expense, such instruments as may be reasonably requested by Landlord or such holder to evidence the subordination of this Lease and all rights hereunder to the termination lien of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person deed to secure debt or successor similar instrument, and each renewal, modification, consolidation, replacement, and extension thereof, and if Tenant shall fail at any time, within ten (10) days following the giving of a written request therefore to execute, acknowledge, and deliver any such instrument, Landlord in addition to any other remedies available to it in consequence thereof, may execute, acknowledge, and deliver the same as the attorney-in-fact of Tenant and in Tenant's name, place, and stead, and Tenant hereby irrevocably makes, constitutes, and appoints Landlord and its successors and assigns, such attorney-in-fact for that purpose. (c) If the holder of any deed to secure debt or assign being herein collectively referred similar instrument encumbering Landlord's title in and to as “Successor Landlord”) the Building shall hereafter succeed to the rights of Landlord under this Lease Lease, whether through possession or foreclosure action or delivery of a new lease or deed or otherwiselease, Tenant agrees, shall at the election and upon request option of any such Successor Landlordholder, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, successor as Tenant’s 's landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section lease and shall inure promptly execute and deliver any instrument that may be necessary to the benefit of any evidence such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demandattornment, and no further Tenant hereby irrevocably appoints Landlord or such holder the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant should Tenant refuse and fail to do so within ten (10) days after Landlord or such holder shall be required have given notice to give effect to said provisions. Tenant, however, upon demand Tenant requesting the execution and delivery of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancyinstrument. Upon such attornment attornment, this Lease shall continue in full force and effect as a direct lease between such Successor Landlord successor landlord and Tenant upon Tenant, subject to all of the then executory terms terms, covenants, and conditions of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Lease. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This Lease lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land land on which the Building stands ("Land") and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “"Superior Lease”"), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease and all advances made thereunder (collectivelycollectively the "Superior Mortgage"), including the applicable items set forth in subdivisions and (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewalsamendments, modifications, replacements, supplements, substitutions renewals, substitutions, refinancings and extensions of any the Superior Lease and any the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The subordination set forth in the preceding sentence shall only be effective if the holder of any future Superior Mortgage (provided that in a "Superior Mortgagee") or future Superior Lease (a "Superior Lessor") shall grant to the named Tenant herein a so-called nondisturbance agreement or recognition agreement, as the case of subordination of this Lease to any future may be, which shall be on such Superior Leases Mortgagee's or Superior Mortgages, the Lessor's standard form which shall be in form reasonably acceptable to Tenant and such Superior Lessor Mortgagee or Superior Mortgagee agrees not Lessor; subject, however, to disturb the possession provisions of subparagraph D below. Notwithstanding the foregoing, Landlord shall have no obligation to deliver such nondisturbance or recognition agreement for the benefit of the named Tenant so long as herein if Tenant is not shall be in default hereunder), and (e) of any monetary obligation or material non-monetary obligation hereunder beyond the Permitted Encumbrancesexpiration of any applicable notice and/or grace period. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or subordination. The Superior Mortgagee or any personmay elect that this Lease shall have priority over its Superior Mortgage and, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (upon notification by the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon shall be deemed to have priority over such Superior Mortgage. If, in connection with the termination obtaining, continuing or renewing of any Superior Mortgage, the Superior Lease, Mortgagee shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms request reasonable modifications of this Lease and pursuant to the provisions as a condition of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) such financing, Tenant will not unreasonably withhold its consent thereto, provided such modifications do not increase Tenant's obligations hereunder or the Recognition Agreement (i.e. Exhibit I-1)adversely affect Tenant's rights hereunder. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This 34.1. Subject to the delivery of the non-disturbance agreements described in this Article 34 as a condition precedent to any such subordination, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of which Landlord is tenant now or hereafter in force against the Land and the Building Premises or any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Buildings or the Premises or to the lien of any mortgage or trust deed, hereafter enforced against the Buildings or the Premises and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a non-disturbance agreement on (collectively, including a) the applicable items set forth in subdivision (d) form of this Section 23.01, a “Superior Lease”), non-disturbance agreement customarily used by the lessor under such ground lease or underlying lease or the holder of such mortgage or trust deed or (b) all mortgages and building loan agreementsanother commercially reasonable form, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease provided in either instance that such form (collectively, including the applicable items set forth in subdivisions (ci) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or is reasonably acceptable to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder)Tenant, and (eii) the Permitted Encumbrancesrecognizes Tenant’s Purchase Option. The provisions Landlord’s delivery to Tenant of this Section shall be selfnon-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (xdisturbance agreement(s) in the case favor of a Superior MortgageTenant from any ground lessors, a Subordination, Non-Disturbance and Attornment Agreement in the form mortgage holders or lien holders of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If Landlord who later came into existence at any time prior to the termination expiration of this Leasethe Term shall be in consideration of, any Superior Lessor or Superior Mortgagee or any personand a condition precedent to, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon agreement to be bound by the then executory terms of this LeaseArticle 34. The foregoing provision of this Section Tenant shall inure be entitled, at Tenant’s sole cost and expense, to the benefit of record any such Successor non-disturbance agreement promptly after full execution and delivery of such agreement. 34.2. Notwithstanding the foregoing, subject to Landlord’s compliance with the terms of Section 34.1, Tenant shall apply notwithstanding that, as a matter of law, this Lease may terminate execute and deliver upon the termination of the Superior Lease, shall be self-operative upon any demand such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any or instruments evidencing such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to the lien of any future Superior such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord; provided, however, if any such mortgagee, beneficiary or Landlord under lease wherein Landlord is tenant so elects, this Lease and/or shall be deemed prior in lien to any future Superior Mortgagesuch lease, that mortgage, or deed of trust upon or including the Superior Lessor and/or the Superior Mortgagee Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver to any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. Within five (5) business days after Landlord executes any document in accordance with this Section 34.2 as Tenant’s attorney-in-fact, Landlord shall provide Tenant a Ground copy of such document. 34.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease NDA substantially amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Tenant or modifying the Term of this Lease shall be deemed as materially altering the terms hereof. 34.4. In the event any proceedings are brought for foreclosure, or in the form attached hereto event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Landlord under this Lease.

Subordination and Attornment. Section 23.01 (a) This Lease is junior, subject and subordinate to all rights ground leases, mortgages, deeds of Tenant hereunder are trust and other security instruments of any kind now covering the Land, the Building, the Parking Garage and/or the Leased Premises or any portion thereof or interest therein. Landlord reserves the right to place liens or encumbrances on the Land, the Building, the Parking Garage and/or the Leased Premises or any part thereof or interests therein superior in lien and effect to this Lease. This Lease, at the option of the Landlord, shall be subject and subordinate in to any and all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building such liens or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may encumbrances now or hereafter affect imposed by Landlord without the Land, necessity of the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) execution and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions delivery of any Superior Lease further instruments on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, Tenant covenants and any Superior Mortgage agrees to execute and all consolidations of any Superior Mortgage (provided that in the case of deliver upon demand such further instruments evidencing such subordination of this Lease to as may be requested by Landlord. (b) In the event of the enforcement by any future Superior Leases mortgage, trustee, or Superior Mortgagesbeneficiary under any mortgage, the Superior Lessor deed of trust or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further other security instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliverthe remedies provided for by law or by such mortgage, at its own cost and expense, (x) in the case deed of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; trust or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other security instrument, in recordable form Tenant will, if requestedrequested by such mortgagee, that Landlordtrustee, or beneficiary or by any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar person succeeding to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights interest of Landlord under this Lease through possession or foreclosure or delivery as the result of a new lease or deed or otherwisesaid enforcement, Tenant agrees, at automatically become the election and upon request tenant of any such Successor Landlordsuccessor in interest, to attorn fully and completely, from time to time, to and recognize without any such Successor Landlord, as Tenant’s landlord under this Lease upon change in the then executory terms or other provisions of this Lease. The foregoing provision of this Section Upon request by said successor in interest, the Tenant shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver an instrument or instruments confirming its attornment. Nothing herein shall be construed as a subordination of, or agreement to subordinate, the lien and charge of any mortgage, deed or trust or other security instrument to the rights or leasehold estates of the Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)under this Lease.

Subordination and Attornment. Section 23.01 (a) This Lease and all rights of Tenant hereunder are and shall be is subject and subordinate to all Mortgages and Superior Leases (now and/or hereafter), and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building interest or any portion thereof (collectivelypurchaser in a foreclosure sale. Notwithstanding the foregoing, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that this Lease shall then be in the case full force and effect and no Event of subordination of Default shall then exist, then as a condition to Tenant’s obligation to subordinate this Lease to any future Superior Leases Mortgage or Superior MortgagesLease, the Superior Lessor Landlord shall secure from any future Mortgagee or Superior Mortgagee agrees not to disturb the possession of Tenant so long Lessor, as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliverapplicable, at its own no cost or expense of Landlord, a subordination, non-disturbance and expense, attornment agreement (x“SNDA”) in the case of a Superior Mortgage, a Subordination, Non-Disturbance reasonable and Attornment Agreement in customary form (and Tenant agrees that the form of SNDA attached hereto as Exhibit I attached hereto; N or a form substantially comparable thereto (ythe “Approved SNDA Form”) is reasonable and customary) provided that Tenant shall execute and deliver any such SNDA in such Approved SNDA Form within ten (10) days following Landlord’s request therefor, time being of the case essence, failing which this Lease shall be deemed to be subordinate pursuant to the terms of this Article 9. (b) Subject to Section 9.1(a) above, if a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such other person or successor or assign being herein collectively referred to as “Successor Landlord”) entity shall succeed to the rights of Landlord under this Lease Lease, whether through possession or foreclosure action or the delivery of a new lease or deed or otherwisedeed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant agrees, at the election and upon request of any such Successor Landlord, shall be deemed to attorn fully and completely, from time to time, have attorned to and recognize any recognized such Successor Landlord, successor landlord as Tenant’s landlord Landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such Successor Landlordsuccessor landlord may reasonably request (i) evidencing such attornment, acknowledging such attornment and (ii) setting forth the terms and conditions of its Tenant’s tenancy. , and (iii) containing such other terms and conditions as may be reasonably required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase Tenant’s other obligations or adversely affect Tenant’s rights under this Lease, in each case beyond a de minimis extent and are in accordance with the Approved SNDA Form. (c) Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord successor landlord and Tenant upon all of the then executory terms, conditions and covenants set forth in this Lease subject to the terms of this Lease the SNDA entered into by Tenant and pursuant such successor landlord (substantially as set forth in the Approved SNDA Form with reasonable modifications to the provisions reflect completion of the Subordination Non-Disturbance Landlord’s Work and Attornment Agreement other applicable changes (i.e. Exhibit I) whether or the Recognition Agreement (i.e. Exhibit I-1not executed)). Section 23.03 (d) Tenant shall from time to time within ten (10) Business Days of request from Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver any documents or instruments that may be reasonably required by any Mortgagee or Lessor to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)confirm any subordination.

Subordination and Attornment. Section 23.01 70.1 This Lease and all rights of Tenant hereunder are are, and shall be be, subject and subordinate in all respects to to: (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (bi) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, Land or the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) subparagraphs 70.4 and (d) of this Section 23.0170.5 below, a “the "Superior Mortgage”") whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leases, (cii) each advance made or to be made under a the Superior Mortgage, ; and (diii) all renewalsamendments, modifications, replacements, supplements, substitutions renewals, substitutions, refinancings and extensions of any Superior Lease and any the Superior Mortgage and all spreaders and consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section Article shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form form, if requested, that Landlord, any Superior Lessor Landlord or the Superior Mortgagee may reasonably request at any time and from time to time to evidence such subordination provided it subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within fifteen (15) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments for, and on behalf of, Tenant. The Superior Mortgagee may elect that this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is substantially similar dated prior to, or subsequent to, the date of such Superior Mortgage. 70.2 Landlord shall use its best efforts to obtain from the holder of any Superior Mortgage an agreement in recordable form between the holder of the Superior Mortgage and Tenant providing in substance that so long as Tenant shall not be in default under this lease beyond any period of time given to Tenant to cure such default and shall be in actual occupancy of the Premises, that the holder of such Superior Mortgage shall not name or join Tenant as a party defendant or otherwise in any suit, proceeding or action to enforce, nor will this Lease be terminated by enforcement of any rights given to such holder of the Superior Mortgage or its successors or assigns pursuant to the forms attached terms, covenants or conditions contained in the Superior Mortgage (including the foreclosure of the same) or otherwise disturb the right of Tenant to the quiet enjoyment of the Premises in the event of the enforcement of the terms of the Superior Mortgage by such holder (including the foreclosure of the same); except that to the extent required by law, Tenant may be named in such proceeding so long as Exhibit I the relief requested does not contravene the provisions of this Section, Provided Landlord shall have used its best efforts to obtain such agreement, Landlord shall have no liability to Tenant in the event the holder of a Superior Mortgage shall fail or Exhibit I-1refuse to issue the agreement referred to in this Section or shall fail to comply with the terms and provisions thereof. Tenant shall join in any agreement issued by the holder of the Superior Mortgage to evidence its agreement and consent thereto and to any other such terms as may be reasonably required by the holder of the Superior Mortgage as a condition to its issuance of such agreement, provided that any such agreement shall not increase the obligations or reduce the rights of Tenant under this Lease. In connection with Landlord's attempts to obtain a non-disturbance agreement, Landlord shall in no event be required to (x) make any payment to the holder of any Superior Mortgage or incur any expense other than reasonable attorneys' fees in connection with such holder's review of this Lease and the preparation of such agreement, or (y) alter any of the terms of any existing or future Superior Mortgage, or (z) commence any action against any holder of a Superior Mortgage. 70.3 Landlord hereby notifies Tenant that this Lease may not be cancelled or surrendered, or modified or amended so as applicable)to reduce the Rentals, shorten the term or adversely affect in any other respect, to any material extent, the rights of Landlord hereunder, and that Landlord may not accept prepayments of any installments of Fixed Rental or Additional Rental except for prepayments in the same shall be executed in turn by Landlord, nature of security for the performance of Tenant's obligations hereunder without the consent of any Superior Lessor Mortgagee in each instance, except that said consent shall not be required for the prosecution of any action or Superior Mortgageeproceedings against Tenant by reason of a default on the part of Tenant under the terms of this Lease. Section 23.02 If 70.4 If, at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, other person or any Superior Lessor’s, Superior Mortgagee’s or such person’s the successors or assigns of the foregoing (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “"Successor Landlord”") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseLease, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, completely attorn to and recognize any such Successor Landlord, as Tenant’s landlord 's Landlord under this Lease upon the then executory terms of this Lease, provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provision provisions of this Section subparagraph shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand Upon the request of any such Successor Landlord agrees to executeLandlord, Tenant shall execute and deliver, from time to time, instruments satisfactory to any such Successor Landlord in recordable form, if requested, to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlordsubparagraph, acknowledging such attornment and setting 30 forth the terms and conditions of its tenancy. Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument, for and on behalf of Tenant, such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct lease Lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 except that such Successor Landlord warrants and represents that as of the Execution Date shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease made after the only granting of such senior interest, or by any previous prepayment of more than one month's Fixed Rental or Additional Rental, unless such modification or prepayment shall have been approved in writing by any Superior Lease affecting Mortgagee through or by reason of which the Land and Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Premises or the Building is that certain Air Rights Lease dated or any part thereof, in the event of total or substantial damage beyond such repair as can reasonably be completed with the net proceeds of April 7insurance actually made available to Successor Landlord, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is provided all insurance to be maintained by the Landlord under that hereunder is thus maintained; or (v) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be completed with the net proceeds of any award actually made available to Successor Landlord, or consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such Successor Landlord. 70.5 If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior LeaseMortgagee, whose name and address shall have previously been furnished to Tenant, by delivering notice of such act of omission addressed to each such party at its last address so furnished, and (ii) there is no current a reasonable period for remedying such act or omission shall have elapsed following such giving of notice and following the time when such Superior Mortgagee shall have become entitled under such Superior Mortgage; , as the case may be, to remedy the same (which shall in no event be less than the period to which Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall would be an express condition precedent to Tenant’s obligations entitled under this Lease that (ito effect such remedy) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the provided such Superior Mortgagee execute shall, with reasonable diligence, give Tenant notice of its intention to remedy such act or omission and deliver shall commence and continue to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)act upon such intention.

Subordination and Attornment. Section 23.01 This Lease Lease, and all rights of Tenant hereunder are and hereunder, shall be subject and subordinate in all respects to (a) all present any liens and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may encumbrances now or hereafter affect imposed by Landlord upon the Land, the Building Premises or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether Real Estate or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrancespart thereof. The provisions of this Section This provision shall be self-operative and no further instrument of subordination shall be requiredrequired in order to effect it. In confirmation thereof; Tenant shall promptly execute and deliverNevertheless, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord ▇▇▇▇▇▇ agrees to execute, from time acknowledge, and deliver to timeLandlord, within ten (10) days after ▇▇▇▇▇▇▇▇’s request, any and all instruments requested by Landlord to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms subordination of this Lease and pursuant all rights herein to any such lien or encumbrance. If ▇▇▇▇▇▇ fails or refuses to execute and deliver such document within such ten (10) day period, Landlord shall be entitled to execute and deliver such documents for and on behalf of ▇▇▇▇▇▇ as attorney-in-fact. In the event any proceedings are brought for the foreclosure of any mortgage or deed of trust on the Premises, Tenant will attorn to the provisions of purchaser at the Subordination Non-Disturbance foreclosure sale and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that recognize such purchaser as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior this Lease. Such purchaser will not be bound by (a) any payment of monthly Base Rent or additional Rent for more than one (1) month in advance, and (iib) there is no current Superior Mortgage; Landlord fully reserving all rights in any claims or setoffs on account of any defaults made by the future prior landlord. ▇▇▇▇▇▇ agrees to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver such further assurances and other documents, including a new lease upon the same terms and conditions contained herein, confirming the foregoing, as such purchaser may reasonably request. Tenant waives any right of election to Tenant a Ground terminate this Lease NDA substantially in the form attached hereto as part because of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)any such foreclosure proceedings.

Subordination and Attornment. Section 23.01 This Landlord may sell the Land and ---------------------------- become the tenant under a ground or underlying lease of the Land and this Lease and all rights of Tenant hereunder are and shall will then be subject and subordinate to such underlying lease and any extensions or modifications thereof. This Lease and all of Tenant's rights hereunder shall also be subject and subordinate to any mortgage or mortgages (and the liens thereof) now or at any time hereafter in all respects to (a) all present and future ground leasesforce against the Building, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and/or the underlying leasehold estate, and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) to all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now advances made or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made upon the security thereof; provided, however, that such subordination shall be conditioned upon the Mortgagee under any such mortgage agreeing, in writing, that a Superior Mortgageforeclosure of such mortgage or the giving of a deed in lieu of foreclosure shall not terminate this Lease, (d) all renewals, modifications, replacements, supplements, substitutions and extensions Tenant may remain In possession of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination Premises pursuant to the terms of this Lease to any future Superior Leases or Superior MortgagesLease, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so as long as Tenant is not in default hereunderbeyond the expiration of any applicable cure period set forth in Section 15.1 of this Lease (a "Non- ------------ Disturbance Agreement"). A Non-Disturbance Agreement may be contained in an instrument signed by the Mortgagee only, or in an agreement entered into by Tenant and any such Mortgagee. For purposes of this Lease, "Mortgagee" shall mean the mortgagee, from time to time, under any mortgage granted by Landlord and now or hereafter encumbering the Property or any portion thereof or interest therein. Tenant hereby acknowledges that as of the date hereof, Bank One, Chicago, NA, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Mortgagee. Tenant shall execute such further reasonable instruments subordinating this Lease to any such mortgage or mortgages (and containing such other terms and agreements as are customarily contained in such instruments) as Landlord from time to time may reasonably request, provided that any such instrument contains a Non-Disturbance Agreement. Tenant covenants and agrees that, if by reason of any default on the part of Landlord herein as tenant under said underlying lease, or as mortgagor under any mortgage to which this Lease is subject and subordinate, said underlying lease is terminated or such mortgage is foreclosed by summary proceedings, voluntary agreement or otherwise, Tenant, at the election of the landlord under said underlying lease or the Mortgagee of such mortgage, as the case may be, will attorn to and recognize such landlord or Mortgagee as the "Landlord" under this Lease. Tenant further agrees to execute and deliver at any time upon request of Landlord, any Mortgagee or any party which shall succeed to the interest of Landlord as tenant under said underlying lease, any instrument to evidence such attornment and containing such other terms and agreements as are customarily contained in such instruments. Tenant waives the provision of any law now or hereafter in effect which may give to Tenant any right of election to terminate this Lease or to surrender possession of the Premises in the event any proceeding is brought by landlord under said underlying lease or the Mortgagee under any such mortgage to terminate said underlying lease or foreclose such mortgage, as long as any such Mortgagee has provided a Non-Disturbance Agreement. At the election of any Mortgagee (expressed in a document signed by such Mortgagee), such Mortgagee may make all or some of Tenant's rights and (e) interests in this Lease superior to any mortgage held by such Mortgagee and the Permitted Encumbranceslien thereof. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, Landlord will use best efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior from its current Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto H as part of Exhibit I; and (iii to ensure subordination of soon as possible --------- after this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be is executed by Tenant as contemplated in Section 23.01)Tenant.

Subordination and Attornment. Section 23.01 (a) This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in at all respects times to (a) the lien of all present mortgages and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants deeds of term of the Land and trust securing any amount or amounts whatsoever which may now exist or hereafter be placed on or against the Building or any portion thereof (collectivelyon or against Landlord's interest or estate therein, including all without the applicable items set forth necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, in subdivision (d) the event of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions foreclosure of any Superior Lease and any Superior Mortgage and all consolidations such mortgage or deed of trust or of any Superior Mortgage (provided other action or proceeding for the enforcement thereof, or of any sale thereunder, this Lease shall not be terminated or extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default then exists under this Lease, and Tenant shall attorn to the person or entity that in the case acquires ▇▇▇▇▇▇▇▇'s interest hereunder through any such mortgage or deed of trust. ▇▇▇▇▇▇ agrees to execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to any future Superior Leases the lien of all such mortgages and deeds of trust as may reasonably be required by Landlord. (b) The voluntary or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions other surrender of this Section Lease by Tenant, or a mutual cancellation thereof, shall be self-operative not work a merger and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and delivershall, at its own cost and expense, (x) in the case option of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, terminate all or any Superior Lessor existing subleases or Superior Mortgagee may reasonably request subtenancies or operate as an assignment to evidence Landlord of any or all such subordination provided it is substantially similar to the forms attached as Exhibit I subleases or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgageesubtenancies. Section 23.02 (c) If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any personoriginal Landlord hereunder, or any Superior Lessor’ssuccessor owner of the Building, Superior Mortgagee’s sells or conveys the Building, all liabilities and obligations on the part of the original Landlord, or such person’s successors or assigns (the Superior Lessorsuccessor owner, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession accruing after such sale or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at conveyance shall terminate and the election and upon request of any such Successor original Landlord, or such successor owner, shall automatically be released therefrom, and thereupon all such liabilities and obligations shall be binding upon the new owner. ▇▇▇▇▇▇ agrees to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)new owner. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 i. This Lease and all rights of Tenant hereunder are and shall be is subject and subordinate in all respects to (ai) all present and future ground leases, operating leases, superior leases, overriding leases and or underlying leases and grants of term lease of the Land and the Building Real Property or any portion part thereof heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof (collectively, including the applicable items set forth in subdivision "Superior Leases") and (dii) to the lien of this Section 23.01any mortgages or trust deeds, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect in force against the LandProject, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Building security of such mortgages or the Superior Lease trust deeds (collectively, including "Mortgages"), unless the applicable items set forth in subdivisions mortgagees, trustees and/or holders of such Mortgages (c) and (d) of this Section 23.01collectively, a “Superior Mortgage”) whether "Mortgagees"), or not the lessors under such Superior Mortgage also covers other lands or buildings or leasesLeases ("Superior Lessors"), (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided require in writing that in the case of subordination of this Lease be superior thereto. With respect to any future Superior Leases or Superior and Mortgages, Landlord agrees to use commercially reasonable efforts to provide Tenant with a commercially reasonable non-disturbance agreement from the Superior Lessor or Lessors/Mortgagees of such Superior Mortgagee agrees not Leases and Mortgages and Landlord's failure to disturb the possession of Tenant do so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of shall render this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Lease superior to any such future Mortgage and/or Superior Lease, a Recognition Agreement . Tenant agrees to use commercially reasonable efforts to cooperate with Landlord and any such Superior Lessors/Mortgagees in negotiating such non-disturbance agreement. Within sixty (60) days after the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination execution of this Lease, Landlord shall obtain a non-disturbance agreement from the holder of the existing deed of trust encumbering the Building in the form attached hereto as Exhibit I. ii. Subject to Section 18.1.1 above, if a successor landlord (whether Mortgagee, its nominee or designee, any Superior Lessor purchaser at a foreclosure sale, or Superior Mortgagee or any such other person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s 's successors or assigns, or designee, together with the successors and assigns of such successor landlord (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “"Successor Landlord”") shall succeed to the rights of Landlord under this Lease Lease, whether through possession or foreclosure action or the delivery of a new lease or deed or otherwisedeed, then Tenant agrees, at the election and upon request of any such Successor Landlord, to shall attorn fully and completely, from time to time, to and recognize any such Successor Landlord, Landlord as Tenant’s landlord Landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Subject to Section shall inure to 18.1.1 above, the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory 18.1 are self‑operative and require no further instruments to give effect hereto; provided, however, Tenant shall, within ten (10) business days of request, execute and delivery any commercially reasonable instrument that such Successor LandlordLandlord may reasonably request (i) evidencing such attornment, acknowledging such attornment and (ii) setting forth the terms and conditions of its Tenant's tenancy, and (iii) containing such other terms and conditions as may be required by such Successor Landlord, provided such instrument does not increase the Rent, materially increase Tenant's other obligations or materially and adversely affect Tenant's rights under this Lease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease, except that such Successor Landlord shall not be: a. liable for any act or omission of any prior landlord (including, without limitation, the then executory terms defaulting Landlord); b. subject to any abatement, defense or offsets which Tenant may have against any prior Landlord (including, without limitation, the then defaulting Landlord); c. obligated to cure any defaults of any prior landlord (including, without limitation, Landlord) which occurred, or to make any payment to Tenant which was required to be paid by any prior landlord (including, without limitation, Landlord), prior to the date of attornment, except defaults in the ongoing maintenance and repair obligations of Landlord under this Lease; provided that, in each case, Mortgagee (and Successor Landlord, as applicable) has received prior written notice and opportunity to cure such default; d. bound by any payment of rent or additional rent which Tenant might have paid for more than one month in advance of the due date under this Lease and pursuant to any prior Landlord (including, without limitation, the then defaulting Landlord), unless actually received by such Successor Landlord; e. bound by any obligation to make any payment to Tenant which was required to be made prior to on the date on which such succession occurs; f. liable, responsible or accountable for any monies deposited with any prior Landlord (including security deposits), whether or not still held by such prior landlord, except to the extent such monies are actually received by Mortgagee or such Successor Landlord (as applicable) for its own account as the landlord under this Lease as security for the performance of Tenant's obligations under this Lease (which deposit shall, nonetheless, be held subject to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) this Lease); or g. bound by any surrender, termination, amendment or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination modification of this Lease to any future Superior Lease and/or any future Superior Mortgagemade without the consent of Mortgagee or such Successor Landlord. Tenant shall, that the Superior Lessor and/or the Superior Mortgagee within ten (10) business days of request from Landlord, execute and deliver any commercially reasonable documents or instruments that may be reasonably required by any Mortgagee or lessor to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I confirm any subordination (to be executed or, if requested by Tenant as contemplated in Section 23.01any Mortgagee or Superior Lessor, priority).

Subordination and Attornment. Section 23.01 This a. Tenant agrees that its rights under this Lease and all rights of Tenant hereunder are and shall be remain subject and subordinate in to the operation and effect of any mortgage, deed of trust or security agreement given by Landlord for the benefit of Lender, and to any other mortgage, indenture, deed of trust or other encumbrance, together with any conditions, renewals, extensions, modifications, consolidations or replacements thereof, now or hereinafter affecting or placed, charged or enforced against all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including of the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesPremises. The provisions of this Section This clause shall be self-self- operative and no further instrument of instruments or subordination shall be requiredrequired in order to effectuate it. In confirmation thereof; Nevertheless, Tenant shall promptly execute execute, acknowledge and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request deliver to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If Landlord at any time prior and from time to time, upon demand of Landlord, such documents as may be requested by Landlord or such mortgagee or trustee to confirm or effectuate any subordination hereunder. b. Tenant agrees that if Lender obtains title to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any personPremises, or any Superior Lessor’sif Lender notifies the Tenant that Landlord is in default thereunder, Superior Mortgagee’s Tenant will pay to Lender or such person’s successors or assigns (Lender's designees all rent subsequently payable hereunder. Further, Tenant agrees that in the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed event Lender obtains title to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwisePremises, Tenant agreeswill, at the election and upon request of any such Successor Landlordparty, automatically become the Tenant of and attorn to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth successor in interest without changing the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Lease. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This (a) Tenant agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future any ground leases, operating leases, superior leases, overriding leases and or underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, lease which may now or hereafter affect be in effect regarding the LandProject or any component thereof, to any mortgage now or hereafter encumbering the Building Demised Premises or the Superior Lease (collectivelyProject or any component thereof, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance to all advances made or hereafter to be made under a Superior Mortgageupon the security of such mortgage, (d) to all renewalsamendments, modifications, replacementsrenewals, supplementsconsolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions for such mortgage; provided, however, that as a condition to such subordination, Tenant shall be provided a written nondisturbance agreement from the lessor under any such lease or from the mortgagee under any such mortgage, on terms and extensions of any Superior Lease conditions reasonably acceptable to Tenant and any Superior Mortgage and all consolidations of any Superior Mortgage (provided such lessor or mortgagee, confirming that in the case of subordination of Tenant's rights under this Lease to will not be disturbed in connection with any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant circumstances as described in this Paragraph 27 so long as Tenant is not in default hereunder)performs its obligations under this Lease, and (e) the Permitted Encumbrancesthat Tenant shall have a right to attorn to such lessor or mortgagee under such circumstances. The provisions terms of this Section provision shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant Tenant, however, upon request of Landlord or any party in interest, shall execute promptly execute such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. (b) If any mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and deliver, at signifies its own cost and expense, (x) election in the case of a Superior Mortgageinstrument creating its lien or lease or by separate recorded instrument, a Subordinationthen this Lease shall be superior to such mortgage or lease, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in as the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1be. The term "mortgage", as applicable), and the same shall be executed used in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, includes any Superior Lessor or Superior Mortgagee or any persondeed of trust, deed to secure debt, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee security deed and any such person other instrument creating a lien in connection with any other method of financing or successor or assign being herein collectively referred to refinancing. The term "mortgagee", as “Successor Landlord”) shall succeed used in this Lease, refers to the rights holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease through possession or shall be transferred by reason of deed in lieu of foreclosure or delivery other legal proceedings, or in the event of a new lease or deed or otherwise, Tenant agrees, at the election and upon request termination of any such Successor Landlordlease under which Landlord may hold title, provided the transferee or purchaser at foreclosure agrees not to disturb Tenant's use and occupancy of the Demised Premises for so long as the Tenant is not in default of its obligations hereunder beyond any applicable grace or cure period, Tenant shall attorn fully and completelyto the transferee or purchaser at foreclosure or under power of sale, from time to time, to and recognize any or the lessor of Landlord upon such Successor Landlordlease termination, as Tenant’s landlord the case may be (sometimes hereinafter called "such person"), and shall recognize and be bound and obligated hereunder to such person as "Landlord" under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any ; provided, further however, that no such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, person shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as bound by any payment of April 7Rent for more than one (1) month in advance, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights except prepayments in the future to mortgage nature of security for the performance by Tenant of its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days and then only if such prepayments have been deposited with and are under the control of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Ownersuch person); and (ii) if and to the extent bound by any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any future Superior Lease and/or offsets or defenses which Tenant might have against any future Superior Mortgageprior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, its mortgagee or such person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the Superior Lessor and/or the Superior Mortgagee execute and deliver institution of any suit, action or other proceeding by any mortgagee to Tenant a Ground Lease NDA substantially realize on Landlord's interest in the form attached hereto as part Demised Premises or the Building pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of Exhibit I-1 and/or a Mortgage NDA substantially law or otherwise, result in the form attached hereto cancellation or termination of the obligations of Tenant hereunder. Tenant shall not be named as part a party defendant in any such proceeding, unless required by applicable law. Landlord and Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of Exhibit I a mortgage or of a note secured thereby, may sell the Demised Premises or the Building, in the manner provided in the mortgage and may, at the option of such mortgagee, its successors and assigns, or other holder of the mortgage or note secured thereby, make such sale of the Demised Premises or Building subject to this Lease. (d) Landlord shall provide prompt notice of the existence or placement of any mortgage or underlying ground lease upon the Project which would be superior to be executed by Tenant as contemplated in Section 23.01)the Lease.

Subordination and Attornment. Section 23.01 (a) This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present the lien and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants security title of term of the Land and the Building any deed to secure debt or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, similar instrument which may now or hereafter affect the Land, encumber Landlord’s title in and to the Building or the Superior Lease (collectivelyand to any modifications, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modificationsconsolidations, replacementsextensions, supplementsor replacements thereof. Landlord shall, substitutions however, use commercially reasonable efforts to obtain a subordination, nondisturbance and extensions attornment agreement in its lender’s standard form in favor of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage Tenant. (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and b) Subparagraph (ea) the Permitted Encumbrances. The provisions of this Section above shall be self-operative operative, and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrumentHowever, in recordable form if requestedconfirmation of such subordination, that Tenant shall, within five (5) business days following Landlord’s written notice, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior or times, execute, acknowledge, and deliver to Landlord or the holder of any such deed to secure debt or similar instrument, without expense, such instruments as may be reasonably requested by Landlord or such holder to evidence the subordination of this Lease and all rights hereunder to the termination lien of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person deed to secure debt or successor similar instrument, and each renewal, modification, consolidation, replacement, and extension thereof, and if Tenant shall fail at any time, within ten (10) days following the giving of a written request therefore to execute, acknowledge, and deliver any such instrument, Landlord in addition to any other remedies available to it in consequence thereof, may execute, acknowledge, and deliver the same as the attorney-in-fact of Tenant and in Tenant’s name, place, and stead, and Tenant hereby irrevocably makes, constitutes, and appoints Landlord and its successors and assigns, such attorney-in-fact for that purpose. (c) If the holder of any deed to secure debt or assign being herein collectively referred similar instrument encumbering Landlord’s title in and to as “Successor Landlord”) the Building shall hereafter succeed to the rights of Landlord under this Lease Lease, whether through possession or foreclosure action or delivery of a new lease or deed or otherwiselease, Tenant agreesshall, at the election and upon request option of any such Successor Landlordholder, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, successor as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section lease and shall inure promptly execute and deliver any instrument that may be necessary to the benefit of any evidence such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demandattornment, and no further Tenant hereby irrevocably appoints Landlord or such holder the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant should Tenant refuse and fail to do so within ten (10) days after Landlord or such holder shall be required have given notice to give effect to said provisions. Tenant, however, upon demand Tenant requesting the execution and delivery of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancyinstrument. Upon such attornment attornment, this Lease shall continue in full force and effect as a direct lease between such Successor Landlord successor landlord and Tenant upon Tenant, subject to all of the then executory terms terms, covenants, and conditions of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Lease. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This In consideration of the execution of this Lease by Landlord, Tenant accepts this Lease subject to any deeds of conveyance and all rights any deeds of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground trust, master leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building security interests or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsextensions, supplementsspreads, substitutions consolidations and extensions replacements of the foregoing which might now or hereafter constitute a lien upon the Building (or the land upon which it is situated) or improvements therein or thereon or upon the Premises and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the property. Although no instrument or act on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall, nevertheless, for the purpose of confirmation, at any time hereafter, on demand in the forms(s) NOT UNREASONABLY prescribed by Landlord, execute any instruments, estoppel certificates, releases or other documents that may be requested or required by any purchaser or any holder of any Superior Lease superior interest for the purposes of subjecting and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of subordinating this Lease to such deed of conveyance or to the lien of any future Superior Leases such deed of trust, master lease, security interest, mortgage, or Superior Mortgagessuperior interest. Tenant hereby appoints Landlord attorney-in-fact, the Superior Lessor irrevocably, to execute and deliver any such instrument or Superior Mortgagee agrees not document for Tenant should Tenant fail or refuse to disturb the possession of Tenant do so long as Tenant is not in default hereunder)WITHIN TEN (10) DAYS AFTER LANDLORD'S WRITTEN REQUEST TO TENANT THAT TENANT SO EXECUTE AND DELIVER SUCH DOCUMENT OR INSTRUMENT. AS REGARD THE CONTENTS OF THE IMMEDIATELY PRECEDING SENTENCE, and IT SHALL NOT BE DEEMED A FAILURE OR REFUSAL BY TENANT UNDER SAID IMMEDIATELY PRECEDING SENTENCE TO SIGN AN INSTRUMENT OR DOCUMENT IF TENANT MODIFIES (eBASED UPON THEN EXISTING FACTS AND IN A COMMERCIALLY REASONABLE MANNER, TENANT TO HAVE A STRICT OBLIGATION OF GOOD FAITH IN THIS REGARD) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be requiredTHE FORM OF SAID INSTRUMENT OR DOCUMENT AND THEN DULY, FULLY AND TIMELY SUBMITS SAME. In confirmation thereof; Tenant shall promptly execute the event of the enforcement by any of the holders (individually and delivercollectively, at its own cost and expensehereinafter "the Holders") of any deed of trust, (x) in the case of a Superior Mortgagemaster lease, a Subordinationsecurity interest, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; mortgage or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns superior interest (the Superior Lessor, Superior Mortgagee documents entitling the Holders to same being hereinafter individually and any such person or successor or assign being herein collectively referred to as “Successor Landlord”"the Superior Instruments") shall succeed of any of the Holders' rights and remedies provided for, or allowed, in, or as a result of, the Superior Instruments, or at law or in equity, Tenant shall, upon the written request of any person, party or entity succeeding to the rights right, title or interest of Landlord as a result of such enforcement, automatically become the lessee of such successor in interest, without charge to the Holders or such successor in interest and without change in the terms, provisions, conditions or contents of this Lease (or any hereafter executed documents between Landlord and Tenant affecting this Lease); provided, however, that such successor in interest shall not be bound by (i) any payment of Rent or Additional Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease through possession or foreclosure (ii) any amendment or delivery modification of a new lease this Lease made without the prior written consent of the Holders or deed such successor in interest, such consent to be granted or otherwisedenied as the Holders and/or such successor elects at its/their sole and unrestricted discretion. Without in any way whatsoever affecting the effect of the immediately preceding sentence, Tenant agreesupon the written request to Tenant/lessee by such successor in interest and in the form(s) prescribed by such successor in interest, Tenant/lessee shall execute and deliver to such successor in interest [or its designate(s)] an instrument or instruments confirming such attornment, Tenant/lessee's failure or refusal to do so to be, at the election and upon request (but not otherwise) of any the Holders and/or such Successor Landlordsuccessor in interest, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms an automatic default of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 21.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) the Building Lease to Landlord by Master Landlord, the Amended and Restated Lease of the Land to Master Landlord by 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates dated December 29, 1989, and, subject to Section 21.4, all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.0121.1, a the “Superior Lease”)) whether or not the Superior Lease shall also cover other lands or buildings, (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, agreements which may now or (Landlord represents to Tenant that there are none on the date hereof) or, subject to Section 21.4, hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.0121.1, a the “Superior Mortgage”) ), whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leases, (c) each advance made or to be made under a the Superior Mortgage, and (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any the Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requestedform, that Landlord, the landlord under any Superior Lessor Lease (the “Superior Landlord”) or the holder of any Superior Mortgagee Mortgage (the “Superior Mortgagee”) may reasonably request to evidence such subordination provided it subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within thirty (30) days after request therefor, Tenant shall be in default hereunder. Any Superior Mortgagee may elect that this Lease shall have priority over such Superior Mortgage and, upon notification thereof by such Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is substantially similar dated prior to or subsequent to the forms attached as Exhibit I date of such Superior Mortgage. If, in connection with the obtaining, continuing or Exhibit I-1renewing of financing for which the Building, as applicable)Land or the interest of the lessee under the Superior Lease represents collateral, and the same shall be executed in turn by Landlordwhole or in part, any bank, insurance company, pension fund or other lending institution shall request reasonable modifications of this Lease as a condition of its granting such financing, Tenant will not unreasonably withhold its consent thereto; provided, that, such modifications do not increase the Base Rent or Additional Rent payable by Tenant hereunder or increase the obligations of Tenant hereunder or adversely affect Tenant’s rights hereunder. 21.2 Upon any termination of the Building Lease, by summary proceedings or otherwise, Tenant shall, without further instruments of attornment, attorn to the Master Landlord under the Building Lease so long as Master Landlord shall recognize the rights of Tenant under the terms of this Lease. 21.3 For purposes of this Section 21.3, the term “Successor Landlord” shall mean and include (i) any person, including but not limited to any Superior Lessor Landlord or Superior Mortgagee. Section 23.02 If at any time , who, prior to the termination of this Lease, any Superior Lessor acquires or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed succeeds to the rights interest of Landlord under this Lease through possession or summary proceedings, foreclosure or delivery action, assignment, deed in lieu of a new lease or deed foreclosure or otherwise, and (ii) the successors and assigns of any person referred to in clause (i) of this sentence. Upon any Successor Landlord’s so acquiring, or so succeeding to, the interest of Landlord under this Lease, Tenant agreesshall, at the election and upon the request of any such the Successor Landlord, to and without further instruments of attornment, fully attorn fully and completely, from time to time, to and recognize any such Successor Landlord, Landlord as Tenant’s landlord under this Lease upon the then executory terms of this Lease so long as such Successor Landlord shall recognize the rights of Tenant under the terms of this Lease. No Successor Landlord shall be bound by any prepayment of rent or additional rent for more than one month in advance of the date of payments specified herein or any amendment or modification of this Lease made without the consent of such Successor Landlord after it becomes a Successor Landlord and Tenant receives notices thereof. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Premises in the event any Superior Lease is terminated. The foregoing provision provisions of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demandoperative, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon Upon demand of any such Successor Landlord Landlord, Tenant agrees to execute, from time to time, execute instruments to evidence and confirm the foregoing provisions of this Section reasonably satisfactory to any such Successor Landlord. Nothing contained in this Section 21.3 shall be construed to impair any right otherwise exercisable by any such owner, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) holder or the Recognition Agreement (i.e. Exhibit I-1)lessee. Section 23.03 21.4 Landlord warrants and represents to Tenant that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior MortgageMortgage in existence on the date of this Lease; and as already stated in Section 2.1, Landlord fully reserving shall indemnify and hold Tenant harmless from and against any and all losses, damages and liabilities (including reasonable attorneys fees) which Tenant my suffer or incur as a result of any breach or default by Landlord under the Building Lease or under Section 41.10 of this Lease. This Lease and all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it of Tenant hereunder shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; subject and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease subordinate to any future Superior Lease and/or any future or Superior Mortgage, Mortgage if but only if the Superior Lease or Superior Mortgage shall provide or the Superior Landlord or Superior Mortgagee shall agree that the Tenant’s right of peaceful and quiet possession of the Premises pursuant to the terms and provisions of this Lease will not be disturbed or terminated for any reason so long as no Event of Default shall have occurred and be continuing pursuant and subject to the terms and conditions (other than this Section 21.4) of this Lease. 21.5 In the event that any Building Lease or any other Superior Lessor and/or Lease in effect on the Lease Commencement Date as to the 37th Floor Premises shall remain in effect on the Lease Commencement Date as to the 25th Floor Premises, Landlord shall cause each Superior Mortgagee execute Landlord under each such Superior Lease to agree with and deliver for the benefit of Tenant that the Tenant’s right of peaceful and quiet possession of the Premises pursuant to Tenant a Ground the terms and provisions of this Lease NDA substantially in will not be disturbed or terminated for any reason so long as no Event of Default shall have occurred and be continuing pursuant and subject to the form attached hereto as part terms and conditions (other than this Section 21.4) of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)this Lease.

Subordination and Attornment. Section 23.01 This Lease and all the estate, interest and ---------------------------- rights of Tenant hereunder hereby created are and shall be subject and subordinate in all respects to (a) all present and future ground leasesany mortgage now or hereafter placed upon the Lot, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectivelyestate or interest therein, including the applicable items set forth in subdivision (d) of this Section 23.01including, a “Superior Lease”)without limitation, (b) all mortgages any mortgage on any leasehold estate, and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsconsolidations, supplements, substitutions replacements and extensions of the same as well as any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided substitutions therefor. Tenant agrees that in the case event any person, firm, corporation or other entity acquires the right to possession of subordination the Lot and the Building including any mortgagee or holder of any estate or interest having priority over this Lease, Tenant shall, if requested by such person, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term, provided that such person, firm, corporation or other entity shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant and its counsel. Notwithstanding the foregoing, any mortgagee may, at any time, subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not such mortgage without regard to disturb the possession their respective dates of Tenant so long as Tenant is not in default hereunder)execution and delivery, and (e) in that event, such mortgagee shall have the Permitted Encumbrancessame rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. The Landlord shall obtain, prior to the Commencement Date, a non-disturbance agreement in form and substance reasonably satisfactory to Tenant and its counsel, from the Landlord's mortgagee. Tenant, if requested by Landlord, shall execute any such instruments in recordable form as may be reasonably required by Landlord in order to confirm or effect the subordination, non-disturbance and attornment provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior MortgageeSection. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “the "Superior Lease”"), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “the "Superior Mortgage”") whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leasesleases except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage, (c) each advance made or to be made under a the Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any the Superior Lease and any the Superior Mortgage and all spreader and consolidations of any the Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesDeclaration. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within 10 days after the forms attached request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Exhibit I or Exhibit I-1Tenant's attorney-in-fact, as applicable)coupled with an interest, to execute, acknowledge and the same shall be executed in turn by Landlord, deliver any Superior Lessor or Superior Mortgageesuch instruments for and on behalf of Tenant. Section 23.02 If Landlord hereby notifies Tenant that this Lease may not be cancelled or surrendered, or modified or amended so as to reduce the rent, shorten the Term or adversely affect in any other respect to any material extent the rights of Landlord hereunder and that Landlord may not accept prepayments of any installments of rent except for prepayments in the nature of security for the performance of Tenant's obligations hereunder, without the consent of the Superior Lessor and the Superior Mortgagee in each instance, except that said consent shall not be required for the institution or prosecution of any action or proceedings against Tenant by reason of a default on the part of Tenant under the terms of this Lease. Section 23.03 If, at any time prior to the termination of this Lease, any the Superior Lessor or the Superior Mortgagee or any person, or any the Superior Lessor’s, 's or Superior Mortgagee’s 's or such person’s 's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “"Successor Landlord”") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completelycompletely attorn, from time to time, to and recognize any such Successor Landlord, as Tenant’s 's landlord under this Lease upon the then executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-self- operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancytenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease except that such Successor Landlord shall not be (a) liable for any previous act or omission or negligence of Landlord under this Lease; (b) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and pursuant asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (c) obligated to perform any Work; (d) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the provisions rights of Landlord under this Lease; (e) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (f) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) Premises or the Recognition Agreement (i.e. Exhibit I-1)Building not taken. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Section 23.03 23.04 If any act or omission by Landlord warrants would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (a) it has given written notice of such act or omission to each Superior Mortgagee and represents that as each Superior Lessor, whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to such party at its last address so furnished and (b) a reasonable period for remedying such act or omission shall have elapsed following such giving of notice and following the Execution Date (i) the only time when such Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord Mortgagee or Superior Lessor shall have become entitled under that such Superior Mortgage or Superior Lease, and as the case may be, to remedy the same (ii) there is which shall in no current Superior Mortgage; event be less than the period to which Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall would be an express condition precedent to Tenant’s obligations entitled under this Lease that (ito effect such remedy) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing provided such Superior Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the or Superior Lessor and/or shall, with reasonable diligence, give Tenant notice of intention to, and commence and continue to, remedy such act or omission or to cause the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (same to be executed by Tenant as contemplated in Section 23.01)remedied.

Subordination and Attornment. Section 23.01 This Lease Lease, and all rights of Tenant hereunder Lessee hereunder, are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the LandDemised Premises, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage mortgages shall also covers cover other lands or buildings or leasesbuildings, (c) to each and every advance made or hereafter to be made under a Superior Mortgage, (d) such mortgages and to all renewals, modifications, replacements, supplementsspreaders, substitutions consolidations and extensions of any Superior Lease and any Superior Mortgage and all consolidations such mortgages. In the event of any Superior Mortgage (sale of the Demised Premises in a foreclosure of any such mortgage or the exercise by the holder of any such mortgages of any other remedies provided that for by law or in such mortgage, Lessee, upon written request of the holder of the mortgage or the purchaser at such foreclosure or any person succeeding to the interest of the holder of the mortgage, shall attorn to such holder, purchaser or successor in interest, as the case may be, without change in the case of subordination terms, covenants or conditions of this Lease. If such a request is made, this Lease shall not be deemed to be terminated by any future Superior Leases foreclosure proceedings or Superior Mortgagesother remedies for the enforcement of the mortgage by such holder, the Superior Lessor purchaser or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not successor in default hereunder), and (e) the Permitted Encumbrancesinterest. The provisions of this Section Article 30 shall be self-operative and no further instrument of subordination and/or attornment shall be required. In confirmation thereof; Tenant of such subordination and/or attornment, Lessee promptly shall promptly execute and deliver, deliver at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) ▇▇▇▇▇▇'s expense any other instrument, in recordable form if requested, instrument that Landlord, any Superior Lessor or Superior Mortgagee the holder of any such mortgage may reasonably request to evidence such subordination provided it is substantially similar to the forms attached and/or attornment; and Lessee hereby irrevocably constitutes and appoints Lessor as Exhibit I or Exhibit I-1▇▇▇▇▇▇'s attorney-in-fact, as applicable)coupled with an interest, and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence acknowledge and confirm the foregoing provisions of this Section satisfactory to deliver any such Successor Landlord, acknowledging such attornment instruments for and setting forth the terms and conditions on behalf of its tenancyLessee. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything As used in this Article 23 to 30, the contraryterm "mortgages" shall mean all mortgages, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days deeds of trust, mortgage deeds and similar instruments now or hereafter affecting the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Demised Premises.

Subordination and Attornment. Section 23.01 A. This Lease and all rights of Tenant hereunder are and shall be is subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and any mortgage which now or thereafter encumbers or affects the Building or any portion thereof (collectively, including and/or the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, Premises on which may now or hereafter affect the Land, the Building or the Superior Lease (collectivelyis situated, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsconsolidations, supplements, substitutions replacements and extensions thereof. This clause shall be self -operative and no further instrument of subordination need be required by any mortgagee or Landlord. In confirmation of such subordination, however, Tenant shall, within ten (10) business days of Landlord's request, promptly execute any appropriate certificate or instrument that landlord may reasonably request. In the event of the enforcement by the holder of any Superior Lease and any Superior Mortgage and all consolidations such instrument of the remedies provided for by law or b)' such mortgage or land lease, Tenant will, upon request of any Superior Mortgage (provided that person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor-in-interest without change in the case terms or other provision of subordination this Lease. Upon request by such successor-in-interest, Tenant shall execute and deliver an instrument or instruments confirming the attornment herein provided for. Landlord agrees that, concurrently with the execution of the Lease, it will endeavor to provide Tenant with commercially reasonable non- disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders or lien holders then in existence, in a form reasonably satisfactory to Tenant. Said non-disturbance agreements shall be in recordable form and may be recorded at Tenant's election and expense. B. If at any time during the term of this Lease after the Commencement Date, the Leased Premises or the real property of which the Premises is a part becomes subject to any future Superior Leases mortgage liens or Superior Mortgagesother encumbrances, the Superior Lessor Landlord, at Tenant's request, provided that Tenant is not in default under this Lease, will use good-faith efforts to deliver to Tenant a non-disturbance agreement of such other mortgagee, lessor or Superior Mortgagee agrees not lienholder promptly after Tenant's request therefore. The non-disturbance agreement shall be in form and substance reasonably satisfactory to disturb the possession of Tenant and provide that so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of under this Lease, Tenant's possession of the Premises will not be disturbed by such mortgagee, lessor or lienholder in the exercise of any Superior Lessor right or Superior Mortgagee or remedy under any personnote, mortgage, assignment of leases, deed of trust, or any Superior Lessor’s, Superior Mortgagee’s otherwise available at law or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)equity. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 (a) Landlord warrants and represents that there are no holders of any deeds of trust, mortgages or other security interests (collectively, the "Superior Instruments") covering the Building and/or Land or any interest of Landlord therein (collectively, the "Holders of Superior Instruments"). Landlord shall obtain and deliver to Tenant a non-disturbance agreement substantially in the form of Exhibit E hereto from Key Bank or such other construction lender as Landlord may borrow from within thirty (30) days after the later of (i) the date of this Lease, or (ii) the date of such loan. If Tenant has not received such non-disturbance agreement by such date, Tenant may at its option terminate this Lease by notifying Landlord of such election in writing. In the event of such termination neither party shall have any further rights, obligations or liabilities hereunder. (b) This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and any future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of Superior Instruments which may from time to time during the Land and Term cover the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect and/or the Land, or any interest of Landlord therein, and to any advances made on the Building or the Superior Lease (collectivelysecurity thereof, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01to any refinancings, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leasesincreases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, consolidations, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any such future Superior Leases or Superior MortgagesInstruments, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as provided that, if Tenant is not in default hereunder)beyond any applicable cure period, then as a condition of such subordination being effective, the Holder of such Superior Instrument shall have executed, acknowledged and (e) delivered to Tenant a non-disturbance agreement substantially in the Permitted Encumbrances. The provisions form of Exhibit E. Upon execution and delivery of such non-disturbance agreement, this Section 21(b) shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request required to evidence effect such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section Upon demand, however, Tenant shall inure execute, acknowledge, and deliver to the benefit of Landlord any further instruments and certificates evidencing such Successor subordination as Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination or such Holder of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant Instrument may reasonably request. (c) Subject to the provisions of Section 22(a), any Holder of a Superior Instrument shall have the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7right, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Leaseunilaterally, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to subordinate fully or partially any such Superior Instrument to this Lease. Upon request Tenant shall execute an instrument confirming any such subordination by any Holder of a Superior Instrument. At any time, before or after the Execution Dateinstitution of any proceedings for the foreclosure of any such Superior Instrument, Landlord will provide Tenant within thirty (30) days or sale of the recording Building under any such Superior Instrument, Tenant shall attorn to such purchaser upon any such sale or the grantee under any deed in lieu of said mortgage a mortgage nondisturbance such foreclosure and shall recognize such purchaser or grantee as Landlord under this Lease. Tenant hereby waives the right, if any, to elect to terminate this Lease or to surrender possession of the Demised Premises in the event of the judicial or non-judicial foreclosure of any deed of trust, mortgage, or security agreement (“Mortgage NDA”) from the then Existing Mortgagee or any transfer in the form attached hereto as part lieu thereof). The foregoing agreement of Exhibit I; and (iii Tenant to ensure subordination of this Lease to attorn shall survive any future Superior Lease and/or such foreclosure sale, trustee's sale, or conveyance in lieu thereof. Tenant shall upon demand at any future Superior Mortgagetime, that the Superior Lessor and/or the Superior Mortgagee execute before or after any such foreclosure sale, trustee's sale, or conveyance in lieu thereof, execute, acknowledge, and deliver to Tenant Landlord's mortgagee or any successor thereof, any written instruments and certificates evidencing such attornment as such Holder of a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Superior Instrument may reasonably require.

Subordination and Attornment. Section 23.01 This Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in at all respects times to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants the lien of term any mortgage or deed of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, trust which may now or hereafter affect the Land, encumber the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior collectively "Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder"), and any and all advances made thereunder, and interest thereon and all modifications, renewals, supplements7 consolidations and replacements thereof Tenant agrees that the Landlord or the mortgagee and/or trustee under such Mortgage (ecollectively "Mortgagee") the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and delivermay, at its own cost option, unilaterally elect to subordinate, in whole or in part by an instrument in form and expensesubstance satisfactory to such Mortgagee, (x) the lien of such Mortgage to this Lease In the event of any termination of Landlord's interest in the case Premises or this Lease (by foreclosure, deed in lieu of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; foreclosure or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicableotherwise), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, upon the request of any Superior Lessor or Superior person succeeding to the interest of Landlord as a result thereof (including, without limitation, such Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”purchaser at a foreclosure sale) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) made within thirty (30) days after such event shall be deemed to have survived such event and shall not terminate and Tenant shall automatically attorn to and become the tenant of the Execution Datesuch successor in interest without change in tile terms or provisions of this Lease. Tenant agrees to execute and deliver, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 within ten (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (3010) days of the recording of said mortgage a mortgage nondisturbance agreement after request, such further instrument or instruments (“Mortgage NDA”a) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of subordinating this Lease to the lien of any future Superior Lease and/or any future Superior such Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).,

Subordination and Attornment. Section 23.01 This (a) Subject to SECTIONS 17.1(B) and (C), this Lease and all rights of Tenant Lessee hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term the lien of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), Mortgage. (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of The subordination of this Lease to the lien of the Mortgage in accordance with SECTION 17.1(A) is subject to SECTION 8 of the Participation Agreement. (c) Lessor hereby notifies Lessee that this Lease may not be cancelled or surrendered, or modified or amended so as to reduce the Basic Rent or any future Superior Leases Additional Rent, shorten the Term, or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not adversely affect in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, respect to any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to material extent the rights of Landlord under this Lease through possession Lessor hereunder without the prior consent of Agent and each Holder in each instance, except that said consent shall not be required to the institution or foreclosure prosecution of any action or delivery proceedings against Lessee by reason of a new lease or deed or otherwise, Tenant agrees, at default on the election and upon request part of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord Lessee under this Lease upon the then executory terms of this Lease. . (d) The foregoing provision attornment provided for in SECTION 8 of this Section shall inure to the benefit of any such Successor Landlord, Participation Agreement shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination foreclosure of the Superior LeaseMortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said such provisions. TenantLessee, however, upon demand of any such Successor Landlord Agent or receipt of an agreement from Agent confirming the applicable non-disturbance provisions of this SECTION agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section agreements in confirmation thereof, reasonably satisfactory to any such Successor LandlordAgent and Lessee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything Nothing contained in this Article 23 to the contrary, it SECTION shall be an express condition precedent construed to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent impair any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed right otherwise exercisable by Tenant as contemplated in Section 23.01)Agent or Lessee.

Subordination and Attornment. (a) Except to the extent that Landlord’s mortgagee (or lessor under a ground lease) elects to make the Lease senior to the mortgage (or ground lease) pursuant to Section 23.01 This 25(b), Tenant agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or underlying lease which may hereafter be in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of effect regarding the Land and the Building Project or any portion thereof (collectivelycomponent thereof, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may to any mortgage now or hereafter affect encumbering the Land, the Building Premises or the Superior Lease (collectivelyProject or any component thereof, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance to all advances made or hereafter to be made under a Superior Mortgageupon the security of such mortgage, (d) to all renewalsamendments, modifications, replacementsrenewals, supplementsconsolidations, extensions, and restatements of such mortgage, and to any replacements and substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination for such mortgage. The terms of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section provision shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant, upon request of any party in interest, shall execute within ten (10) days of written request by Landlord such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. If Landlord or its mortgagee requests the same, Tenant shall promptly agrees to execute, acknowledge and deliver within ten (10) days following demand a subordination, non-disturbance and attornment agreement upon such mortgagee’s commercially reasonable form evidencing such subordination of this Lease to the lien of the mortgage or lease. Tenant hereby irrevocably agrees that if Tenant fails to execute and deliverdeliver such instrument or instruments within such ten (10) day period, at its own cost Landlord may provide to Tenant a second written request with respect thereto, and expensethat if Tenant fails to timely execute and deliver such instrument or instruments within three (3) days after the date of Landlord’s second written request therefor, (x) Tenant hereby irrevocably authorizes Landlord to execute and deliver in the case name of Tenant any such commercially reasonable instrument or instruments, provided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments or certificates. (b) If any mortgagee or lessor under a Superior Mortgage, a Subordination, Non-Disturbance ground or underlying lease elects to have this Lease superior to its mortgage or lease and Attornment Agreement signifies its election in the form of Exhibit I attached hereto; instrument creating its lien or (y) in lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or lease, as the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1be. The term “mortgage”, as applicable), and the same shall be executed used in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, includes any Superior Lessor or Superior Mortgagee or any persondeed of trust, deed to secure debt, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee security deed and any such person other instrument creating a lien in connection with any other method of financing or successor or assign being herein collectively referred to refinancing. The term “mortgagee”, as “Successor Landlord”) shall succeed used in this Lease, refers to the rights holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Premises or the Project, or in the event the interests of Landlord under this Lease through possession or shall be transferred by reason of deed in lieu of foreclosure or delivery other legal proceedings, or in the event of a new termination of any lease under which Landlord may hold title, if elected by the transferee following such foreclosure or deed or otherwiseother transfer, and so long as such party recognizes and agrees to be bound by the Lease and to not disturb the Tenant’s quiet enjoyment thereof, Tenant agreesshall attorn to the transferee or purchaser at foreclosure or under power of sale, at or the election and lessor of Landlord upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlordlease termination, as Tenant’s landlord the case may be (sometimes hereinafter called “such person”), without any deductions or off set whatsoever, and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant; provided, however, upon demand of any that no such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease person shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date be (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as bound by any payment of April 7Rent for more than one (1) month in advance, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights except prepayments in the future to mortgage nature of security for the performance by Tenant of its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days and then only if such prepayments have been deposited with and are under the control of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Ownersuch person); and (ii) if and to the extent bound by any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); provided, however, that such person shall be responsible for ongoing maintenance and repair obligations of the Landlord; (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any future Superior Lease and/or offsets or defenses which Tenant might have against any future Superior Mortgageprior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such person. Tenant’s obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the Superior Lessor and/or the Superior Mortgagee execute and deliver institution of any suit, action or other proceeding by any mortgagee to Tenant a Ground Lease NDA substantially realize on Landlord’s interest in the form attached hereto as part Premises or the Building pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of Exhibit I-1 and/or a Mortgage NDA substantially law or otherwise, result in the form attached hereto as part cancellation or termination of Exhibit I (to be executed by the obligations of the Tenant as contemplated in Section 23.01)hereunder.

Subordination and Attornment. Section 23.01 A. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) to all mortgages and building loan agreements, including without limitation leasehold mortgages and spreader and consolidation agreementsmortgages, which may now or hereafter affect the Landland and/or the building and/or any of such leases, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage mortgages shall also covers cover other lands or buildings or leasesand/or buildings, (c) to each and every advance made or hereafter to be made under a Superior Mortgagesuch mortgages and/or building loan agreements, (d) and all renewals, modifications, replacements, supplementsassignments, substitutions and extensions of any Superior Lease such leases, building loan agreements, mortgages and any Superior Mortgage spreaders and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrancessuch mortgages. The provisions of this Section This Article shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliverpromptly, at its own sole cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance execute and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) deliver any other instrument, instrument in recordable form if requestedthat Owner, that Landlord, the lessor of any Superior Lessor such lease of the holder of any such mortgage or Superior Mortgagee any of their respective assigns or successors-in-interest may reasonably request to evidence such subordination provided subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes called "superior leases" and the mortgages to which this Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes called "superior mortgages" and the lessor of a superior lease or its successor-in-interest, at the time referred to, is sometimes hereinafter called a "lessor" and the holder of a superior mortgage or its successor-in-interest at the time referred to is sometimes hereinafter called a "holder". B. In the event of any act or omission of Owner which would give tenant the right, immediately or after lapse of a period off time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it is substantially similar has given written notice of such act or omission to the forms attached as Exhibit I lease, and (ii) unless such act or Exhibit I-1omission shall be one which is not capable of being remedied by Owner or such holder or lessor within a reasonable period of time, until a reasonable period of time, for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as applicable)the case may be, and to remedy the same (to which reasonable period shall in no event be executed in turn by Landlordless that the period to which Owner would be entitled under this Lease otherwise, any Superior Lessor after similar notice, to effect such remedy, ) provided such holder or Superior Mortgageelessor shall with due diligence give Tenant written notice of its intention to and commence and continue to, remedy such act or omission. Section 23.02 C. If at any time prior to the termination fee owner of this Leasethe lands and/or building of which the demised premises form a part, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) lessor of a superior lease of the holder of a superior mortgage shall succeed to the rights of Landlord Owner under this Lease lease, whether through possession or foreclosure action or through termination for any reason of the leasehold estate covering the lands and/or building or by delivery of a new lease or deed or otherwisesucceeding to Owner's rights (herein sometimes called "successor Landlord") and upon such successor Owner's written agreement to accept Tenant's attornment, Tenant agrees, at the election and upon request of any such Successor Landlord, to shall attorn fully and completely, from time to time, to and recognize any such Successor Landlord, successor landlord as Tenant’s 's landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).this

Subordination and Attornment. Section 23.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) This Lease shall be subordinate to the right, title and interest of any lender or other party holding a security interest in or a lien upon the Premises under any and all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of mortgage instruments or deeds to secure debt presently encumbering the Land and Premises or the Building and to any and all other deeds to secure debt or mortgage instruments hereafter encumbering the Premises or the Building. Lessee shall at any portion thereof (collectivelytime hereafter, including on demand of Lessor or the applicable items set forth in subdivision (d) holder of this Section 23.01any such deed to secure debt or mortgage instrument, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, execute any instruments which may now or hereafter affect reasonably be required by such party for the Land, purpose of evidencing the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases the lien or Superior Mortgagessecurity interest of such party. (b) The following provisions shall be applicable to the subordinations provided under subparagraph (a) above: (i) Lessor agrees to use its best efforts following full execution and delivery of this Lease to obtain from its present lender a nondisturbance agreement providing that, in the Superior Lessor event the deed to secure debt or Superior Mortgagee agrees not to disturb the mortgage instrument is foreclosed, ▇▇▇▇▇▇'s possession of Tenant the Premises shall not be disturbed so long as Tenant no Event of Default shall have occurred and is not in default hereundercontinuing and so long as Lessee continues to comply with the terms of this Lease (a "Nondisturbance Agreement"), ; and (eii) as to any deed to secure debt or mortgage instrument that is placed against the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in Premises or the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in Building after the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination date of this Lease, the foregoing subordination shall not be effective unless the holder of such deed to secure debt or mortgage instrument shall execute and deliver to Lessee a Nondisturbance Agreement. (c) Lessee shall, upon demand, at any Superior time or times, execute, acknowledge and deliver to Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and holder of any such person instruments or successor deeds to secure debt, without expense, any and all documents that may be necessary to make this Lease superior to the lien of any of the same. (d) If the holder of any of said instruments or assign being herein collectively referred deeds to as “Successor Landlord”) secure debt shall hereafter succeed to the rights of Landlord Lessor under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwiseLease, Tenant agreesLessee shall, at the election and upon request option of such holder or a purchaser at any such Successor Landlordforeclosure or sale under power, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, successor as Tenant’s ▇▇▇▇▇▇'s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section Lessee shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to promptly execute, from time to time, instruments acknowledge and deliver any instrument that may be necessary to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancyattornment. Upon such attornment attornment, this Lease shall continue in full force and effect as a direct lease between such Successor Landlord each successor Lessor and Tenant upon ▇▇▇▇▇▇, subject to all of the then executory terms terms, covenants and conditions of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)Lease. Section 23.03 Landlord warrants and represents that as of the Execution Date (ie) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property If Lessee fails at any time subsequent to execute, acknowledge and deliver any of the documents provided for by this Paragraph within ten (10) days after ▇▇▇▇▇▇'s notice so to do, in addition to the Execution Dateremedies allowed by Paragraph 13 hereof, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgageor otherwise, that the Superior Lessor and/or the Superior Mortgagee execute may execute, acknowledge and deliver to Tenant a Ground Lease NDA substantially any and all such documents as the attorney-in-fact of Lessee in the form attached hereto its name, place and stead and Lessee hereby appoints Lessor, its successors and assigns as part such attorney-in- fact, such power of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part attorney being coupled with an interest and being irrevocable by death, dissolution or merger of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)Lessee.

Subordination and Attornment. Section 23.01 (a) This Lease is junior, subject and subordinate to all rights ground leases, mortgages, deeds of Tenant hereunder are trust and other security instruments of any kind now covering the Land, the Building, the Parking Garage and/or the Leased Premises or any portion thereof or interest therein. Landlord reserves the right to place liens or encumbrances on the Land, the Building, the Parking Garage and/or the Leased Premises or any part thereof or interests therein superior in lien and effect to this Lease. This Lease, at the option of the Landlord, shall be subject and subordinate in to any and all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building such liens or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may encumbrances now or hereafter affect imposed by Landlord without the Land, necessity of the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) execution and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions delivery of any Superior Lease further instruments on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, Tenant covenants and any Superior Mortgage agrees to execute and all consolidations of any Superior Mortgage (provided that in the case of deliver upon demand such further instruments evidencing such subordination of this Lease to as may be requested by Landlord. (b) In the event of the enforcement by any future Superior Leases mortgagee, trustee, or Superior Mortgagesbeneficiary under any mortgage, the Superior Lessor deed of trust or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be self-operative and no further other security instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliverthe remedies provided for by law or by such mortgage, at its own cost and expense, (x) in the case deed of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; trust or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other security instrument, in recordable form Tenant will, if requestedrequested by such mortgagee, that Landlordtrustee, or beneficiary or by any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar person succeeding to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights interest of Landlord under this Lease through possession or foreclosure or delivery as the result of a new lease or deed or otherwisesaid enforcement, Tenant agrees, at automatically become the election and upon request tenant of any such Successor Landlordsuccessor in interest, to attorn fully and completely, from time to time, to and recognize without any such Successor Landlord, as Tenant’s landlord under this Lease upon change in the then executory terms or other provisions of this Lease. The foregoing provision of this Section Upon request by said successor in interest, the Tenant shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver an instrument or instruments confirming its attornment. Nothing herein shall be construed as a subordination of, or agreement to subordinate, the lien and charge of any mortgage, deed of trust or other security instrument to the rights or leasehold estates of the Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)under this Lease.

Subordination and Attornment. Section 23.01 This Lease and Lease, along with all rights of Tenant hereunder are hereunder, is and shall be subject and subordinate in all respects to to: (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building encumbering all or any portion thereof of the Project (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01each, a “Superior Lease”), ; (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect deeds of trust encumbering all or any portion of the Land, the Building or the Superior Lease Project (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01each, a “Superior Mortgage”) ), whether or not such Superior Mortgage also covers affecting properties or interests other lands than the Premises or buildings or leases, the Project; (c) each and every advance made or hereafter to be made under a each Superior Mortgage, ; (d) all renewals, modifications, replacements, supplements, substitutions replacements and extensions of any such Superior Lease Lease; and any Superior Mortgage (e) all renewals, modifications, replacements, extensions, spreaders and all consolidations of any Superior Mortgage (provided that all such interests in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and clauses (a) through (e) collectively, the Permitted Encumbrances. The provisions “Superior Interests,” and each holder of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at any such Superior Interest [including its own cost and expense, (x) successors in the case of a Superior Mortgageinterest], a Subordination, Non-Disturbance and Attornment Agreement in “Superior Interest Holder”). Notwithstanding the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlordforegoing, any Superior Lessor or Interest Holder may elect, at any time, to subordinate its Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar Interest to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination lien of this Lease, . If any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed Interest Holder succeeds to the rights of Landlord under this Lease Lease, whether through possession or foreclosure action or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any (such party so succeeding to Landlord’s rights herein called “Successor Landlord”), to then Tenant shall attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to executeas Landlord under this Lease, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant, and Successor Landlord shall not disturb Tenant’s quiet enjoyment and possession of the Premises for so long as Tenant faithfully performs its obligations under the Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, act or omission of any Landlord having an interest in the Project prior to the date such Successor Landlord and acquires title thereto; (x) subject to any defense which accrued to Tenant upon all prior to such date, or (y) bound by any modification of the then executory terms Lease made without the prior written consent of such Successor Landlord; or (z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth in this Lease Section 22.2 shall be self-operative and pursuant no further agreement of Tenant shall be necessary in order to the provisions of the Subordination effect any such subordination and attornment; however, Tenant shall nonetheless, within ten (10) days after Notice, execute, acknowledge and deliver any instrument that Landlord or any Superior Interest Holder may reasonably request to evidence such subordination and attornment, including any Subordination, Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or an “SNDA”). Tenant acknowledges its obligation to pay late charges as provided in Section 32.8 for each day that Tenant is late in providing any such SNDA, commencing on the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease11th day following Landlord’s request therefor, and continuing through the 20th day thereafter. If Tenant has not provided any such SNDA within twenty (ii20) there is no current Superior Mortgage; days following Landlord’s written request therefor, Tenant hereby appoints Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to as Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Dateattorney-in-fact, Landlord delivers which appointment is coupled with an interest, to Tenant a ground lease nondisturbance agreement execute, acknowledge and deliver any SNDA, in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; provided, for and (ii) if and on behalf of Tenant to the extent party requesting same, without any mortgage is placed liability on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and Landlord for anything contained therein. However, if any such party is unwilling to rely on such SNDA from Landlord (iii or if Landlord is unwilling for any reason to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgageexecute such SNDA as attorney-in-fact for Tenant), that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated daily late charges described in Section 23.01)32.8 shall continue until such time as Tenant has provided the SNDA as originally requested.

Subordination and Attornment. Section 23.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land land on which the Building stands ("Land") and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision Subdivision (d) of this Section 23.01Article 55, a “(the "Superior Lease”"), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions Subdivisions (c) and (d) of this Section 23.01Article, a “the "Superior Mortgage”") whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leasesleases except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage, (c) each advance made or to be made under a the Superior Mortgage, and (d) all renewalsamendments, modifications, replacements, supplements, substitutions renewals, substitutions, refinancings and extensions of any the Superior Lease and any the Superior Mortgage and all spreaders and consolidations of any Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesMortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination provided it subordination; and if Tenant fail. to execute, acknowledge or deliver any such instrument within ten (10) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments for and on behalf of Tenant. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is substantially similar dated prior to or subsequent to the forms attached date of such Superior Mortgage. If, in connection with the obtaining, continuing or renewing of financing for which the Building, Land or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, the Superior Mortgagee shall request reasonable modifications of this Lease as Exhibit I or Exhibit I-1a condition of such financing, as applicable)Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not materially and adversely increase the same shall be executed in turn by Landlordobligations of Tenant hereunder, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to diminish the termination rights of Tenant under this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of cause a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as change in Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)'s financial obligations hereunder. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This (a) Except as provided in subsections (c) and (d) below, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (ai) all present the lien, title and future ground leasesinterest of any first-in-priority mortgage, operating leasesfirst-in-priority deed to secure debt, superior leasesfirst-in-priority deed of trust, overriding leases and underlying leases and grants of term of or other first-in-priority instrument in the Land and the Building or any portion nature thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, Landlord's estate or interest in and to the Building or the Superior Lease (collectivelyland underlying the Building and to any other first-in-priority instrument encumbering the fee title of the Building or the land underlying the Building and to any modifications, including the applicable items set forth in subdivisions (c) renewals, consolidations, extensions, or replacements thereof; and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (dii) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage ground leases which may hereafter be executed affecting the Building or the land underlying the Building. (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and b) Subsection (ea) the Permitted Encumbrances. The provisions of this Section above shall be self-operative operative, and no further instrument of subordination shall be requiredrequired by the holder of any such instrument affecting or encumbering the Building or the land underlying the Building. In confirmation thereof; of such subordination, Tenant shall promptly execute and delivershall, at its own cost and expenseupon demand, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior or times, execute, acknowledge and deliver to Landlord or the holder of any such mortgage, deed to secure debt, deed of trust, or other instrument or to the termination lessor under any such ground lease, without expense, any and all instruments that may be requested by Landlord or such holder or such lessor to evidence the subordination of this LeaseLease and all rights hereunder to any such mortgage, deed to secure debt, deed of trust, or other instrument or the grant of any such ground lease, and each such renewal, modification, consolidation, replacement, and extension thereof. (c) Tenant shall, upon demand of Landlord, at any time or times, execute, acknowledge, and deliver to Landlord or to the holder of any mortgage, deed to secure debt, deed of trust, or other instrument affecting or encumbering the Building or the land underlying the Building or to the lessor under any ground lease affecting the Building or the land underlying the Building, without expense, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and all instruments that may be necessary to make this Lease superior to any such person mortgage, deed to secure debt, deed of trust or successor other instrument or assign being herein collectively referred the grant of any such ground lease, and each renewal, modification, consolidation, replacement, and extension thereof. (d) If the holder of any mortgage, deed to as “Successor Landlord”) secure debt, deed of trust or other instrument affecting or encumbering the Building or the land underlying the Building or if the lessor under any ground lease affecting the Building or the land underlying the Building shall hereafter succeed to the rights of Landlord under this Lease Lease, whether through possession or foreclosure action or exercise of private power of sale or delivery of a new lease or deed or otherwiselease, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).shall,

Subordination and Attornment. Section 23.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (d) of this Section 23.01, a the “Superior Lease”), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a the “Superior Mortgage”) whether or not such the Superior Mortgage shall also covers cover other lands or buildings or leasesleases except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage, (c) each advance made or to be made under a the Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any the Superior Lease and any the Superior Mortgage and all spreader and consolidations of any the Superior Mortgage (provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted EncumbrancesDeclaration. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within 10 days after the forms attached request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Exhibit I or Exhibit I-1Tenant’s attorney-in-fact, as applicable)coupled with an interest, to execute, acknowledge and the same shall be executed in turn by Landlord, deliver any Superior Lessor or Superior Mortgageesuch instruments for and on behalf of Tenant. Section 23.02 If Landlord hereby notifies Tenant that this Lease may not be cancelled or surrendered, or modified or amended so as to reduce the rent, shorten the Term or adversely affect in any other respect to any material extent the rights of Landlord hereunder and that Landlord may not accept prepayments of any installments of rent except for prepayments in the nature of security for the performance of Tenant’s obligations hereunder, without the consent of the Superior Lessor and the Superior Mortgagee in each instance, except that said consent shall not be required for the institution or prosecution of any action or proceedings against Tenant by reason of a default on the part of Tenant under the terms of this Lease. Section 23.03 If, at any time prior to the termination of this Lease, any the Superior Lessor or the Superior Mortgagee or any person, or any the Superior Lessor’s, ’s or Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completelycompletely attorn, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant’s attornment. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancytenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease except that such Successor Landlord shall not be (a) liable for any previous act or omission or negligence of Landlord under this Lease; (b) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and pursuant asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (c) obligated to perform any Work; (d) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the provisions rights of Landlord under this Lease; (e) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (f) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) Premises or the Recognition Agreement (i.e. Exhibit I-1)Building not taken. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Section 23.03 23.04 If any act or omission by Landlord warrants would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (a) it has given written notice of such act or omission to each Superior Mortgagee and represents that as each Superior Lessor, whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to such party at its last address so furnished and (b) a reasonable period for remedying such act or omission shall have elapsed following such giving of notice and following the Execution Date (i) the only time when such Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord Mortgagee or Superior Lessor shall have become entitled under that such Superior Mortgage or Superior Lease, and as the case may be, to remedy the same (ii) there is which shall in no current Superior Mortgage; event be less than the period to which Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall would be an express condition precedent to Tenant’s obligations entitled under this Lease that (ito effect such remedy) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing provided such Superior Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the or Superior Lessor and/or shall, with reasonable diligence, give Tenant notice of intention to, and commence and continue to, remedy such act or omission or to cause the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (same to be executed by Tenant as contemplated in Section 23.01)remedied.

Subordination and Attornment. Section 23.01 L▇▇▇▇▇▇▇’s interest herein may be assigned as security at any time to any Encumbrancer. This Lease and all of Tenant’s rights of Tenant hereunder are and shall be subject and subordinate to any and all Encumbrances, and to any and all advances made or hereafter made on the security thereof or Landlord’s interest therein, all without the necessity of any further instrument executed or delivered by or on the part of Tenant for the purpose of effectuating such subordination, unless an Encumbrancer requires in all respects writing that this Lease be superior to its Encumbrance. Upon any termination or foreclosure (aor any delivery of a deed in lieu of foreclosure) all present of any Encumbrance, Tenant, upon request, shall attorn to the Encumbrancer or purchaser or any successor thereto and future ground leasesshall recognize such party as Landlord hereunder; provided, operating leaseshowever that Landlord shall have obtained for the benefit of Tenant from any Encumbrancer a commercially reasonable non-disturbance agreement which provides, superior leasesamong other things, overriding leases that so long as there is no Event of Default continuing hereunder, this Lease shall not be terminated and underlying leases and grants Tenant shall be entitled to the benefit of term each of the Land agreements, terms, covenants and the Building or any portion thereof (collectively, including the applicable items conditions set forth in subdivision (d) of this Section 23.01herein. Tenant covenants and agrees to execute and deliver, a “Superior Lease”)upon reasonable written demand, (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now such further commercially reasonable instruments evidencing such subordination or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or to be made under a Superior Mortgage, (d) all renewals, modifications, replacements, supplements, substitutions and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (provided that in the case of subordination superiority of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder)such Encumbrance, and (e) such attornment, as may be required by Landlord or by the Permitted EncumbrancesEncumbrancer of such Encumbrance. The provisions of Landlord shall pay all costs and expenses charged by any Encumbrancer in connection with obtaining any subordination, non-disturbance and attornment agreement required to be delivered pursuant to this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable), and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee21.1. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).

Subordination and Attornment. Section 23.01 This Tenant agrees: (a) that, except as hereinafter provided, this Lease is, and all of Tenant's rights of Tenant hereunder are and shall be always be, subject and subordinate in all respects to any mortgages or security instruments (acollectively called "Mortgage") all present and future ground leasesthat now exist, operating leases, superior leases, overriding leases and underlying leases and grants of term of or may hereafter be placed upon the Land and the Building area or any portion thereof (collectivelypart thereof, including the applicable items set forth in subdivision (d) of this Section 23.01, a “Superior Lease”), (b) and to all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 23.01, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance advances made or to be made under a Superior Mortgagethereunder and to the interest thereon, (d) and all renewals, replacements, modifications, replacementsconsolidations, supplementsor extensions thereof, substitutions and extensions now or at any future time, (b) that if the holder of any Superior Lease and any Superior Mortgage and all consolidations of any Superior such Mortgage (provided that "Mortgagee") or if the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as Landlord under this Lease for the balance then remaining of subordination the lease Term, subject to all the terms of this Lease to Agreement and any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), extensions thereof; and (ec) that the Permitted Encumbrances. The provisions of this Section aforesaid provision shall be self-self operative and no further instrument of subordination or document shall be required. In confirmation thereof; necessary unless required by any such Mortgagee or purchaser in which event Tenant shall promptly execute and deliversuch instrument or document within ten (10) days after the request therefor. Should Landlord or any Mortgagee or purchaser desire confirmation of such subordination or attornment, at its own cost and expense, (x) in as the case of a Superior Mortgagemay be, a Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit I attached hereto; or (y) in the case of a Superior Lease, a Recognition Agreement in the form of Exhibit I-1 attached hereto; and/or (z) any other instrument, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request to evidence such subordination provided it is substantially similar to the forms attached as Exhibit I or Exhibit I-1, as applicable)Tenant upon written request, and the same shall be executed in turn by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any person, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1). Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver without charge and in form satisfactory to Tenant a Ground Lease NDA substantially Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01)recordable form.

Subordination and Attornment. Landlord covenants, represents and agrees that this Lease, as the same may be modified, amended or renewed, shall not be subject or subordinate to any mortgage or mortgages now or hereafter placed upon, or any other liens or encumbrances hereafter affecting, the fee title of the Demised Premises except as otherwise expressly provided in this Section 23.01 This Lease 10.3, and that Landlord will promptly and fully pay when due all rights of Tenant hereunder are indebtedness, and perform when required all obligations, secured by any such mortgages or liens, and shall be subject not commit or permit any default to occur thereunder. In the event that for any reason whatsoever Landlord shall fail or refuse to pay, satisfy and subordinate discharge any lien or mortgage encumbering the Demised Premises not later than the date the same becomes due and payable, Tenant shall have the right, but not the obligation, itself to pay, satisfy and discharge the same, in all respects which event (i) Tenant shall have the right to receive an assignment of such mortgage (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Land and the Building note secured thereby) and promptly thereafter to institute foreclosure or other proceedings to enforce the same (and the note secured thereby), it being agreed that if Tenant so acquires such mortgage (and the note secured thereby) the same shall be deemed to be in default by virtue of Landlord's failure to comply with the provisions of this Section, which provisions shall be deemed for such purpose to be an agreement of modification of such mortgage (and the note secured thereby); and (ii) any portion thereof (collectivelyamounts expended and expenses incurred by Tenant in paying, including satisfying and discharging such mortgage, and in bringing proceedings to foreclose or otherwise, to enforce the applicable items same, including, without limitation, reasonable attorneys' fees, to the extent not paid by Landlord to Tenant, together with interest thereon at the rate per annum set forth in subdivision (d) Section 3.1.4 hereof, shall be deductible by Tenant, together with interest thereon at the rate aforesaid, from the installments of this Section 23.01, a “Superior Lease”), (b) all mortgages Annual Rent thereafter falling due hereunder. The rights and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth remedies provided for in subdivisions (ci) and (dii) above shall be cumulative and not mutually exclusive. Tenant agrees that upon request of Landlord in writing, it will subordinate the lien of this Section 23.01Lease to the lien of any mortgage on the Demised Premises, a “Superior Mortgage”) whether or not such Superior Mortgage also covers other lands or buildings or leases, (c) each advance made or and to be made under a Superior Mortgage, (d) all renewals, modifications, replacementsamendments, supplementsconsolidations, substitutions replacements and extensions of any Superior Lease and any Superior Mortgage and all consolidations of any Superior Mortgage (thereof, provided that in the case of subordination of this Lease to any future Superior Leases or Superior Mortgages, the Superior Lessor or Superior Mortgagee agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder), and (e) the Permitted Encumbrances. The provisions of this Section shall be selfgranted a subordination non-operative disturbance and no further instrument of subordination shall be required. In confirmation thereof; Tenant shall promptly execute and deliver, at its own cost and expense, (x) recognition agreement in the case of a Superior Mortgage, a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Exhibit I E attached hereto; or hereto (ya "Subordination Agreement") in from the case holder(s) of such mortgage. The receipt of a Superior LeaseSubordination Agreement from the holder(s) of any mortgage on the Demised Premises to which this Lease is subordinate is a condition to the commencement of the Lease Term. Further, Tenant, as a Recognition Agreement in the form part of Exhibit I-1 attached hereto; and/or (z) any other instrumentSubordination Agreement, in recordable form if requested, that Landlord, any Superior Lessor or Superior Mortgagee may reasonably request shall agree to evidence such subordination provided it is substantially similar attorn to the forms attached as Exhibit I holder(s) of such mortgage or Exhibit I-1to a purchaser at foreclosure or deed in lieu of foreclosure, as applicable)in a manner reasonably acceptable to the holder(s) of such mortgage and Tenant. Landlord may not place any mortgage on the Demised Premises when the aggregate annual debt service on such mortgage and all other mortgages on the Demised Premises would exceed 90% of the Annual Rent which is then in effect or will be in effect during the term of such mortgage, or when the aggregate principal debt secured by said mortgage and all other mortgages on the same Demised Premises would exceed 80% of the fair market value of the Demised Premises. Landlord shall give Tenant ten (10) days prior notice of the closing of any loan to be executed in turn secured by a mortgage on the Demised Premises. 10.3.1 If Tenant shall give Landlord any notice of a default or breach by Landlord, any Superior Lessor or Superior Mortgagee. Section 23.02 If at any time prior Tenant agrees to give a similar written notice to the termination holder(s) of record of any fee mortgage(s) (provided Tenant has received written notice of said mortgage(s), including the name(s) and address(es) of the then holder(s) of such mortgage(s), in the manner provided for in Article XVIII hereof for the giving of notices to Tenant), by registered or certified mail, to such holders' respective addresses specified in the aforementioned notice to Tenant, or to any different address which they may designate for the purpose by notice given to Tenant in the aforesaid manner; and such holder(s) shall be permitted to correct or remedy such breach or default within the same time within which Landlord may do so, and with like effect as if Landlord had done so. Tenant's failure to give to such holder(s) the notice provided in this Section shall not be deemed a default by Tenant under this Lease, but no notice given by Tenant to Landlord of any Superior Lessor default or Superior Mortgagee breach by Landlord shall be deemed legally effective until Tenant shall have given such notice to the holder(s) of the first fee mortgage at the time on the Demised Premises (provided Tenant has received notice of said holder(s) as provided above). In no event shall Tenant be required to give more than one notice, to be sent to one address, in respect of any one mortgage pursuant to this Section. 10.3.2 In the event that any fee mortgagee comes into possession or any personownership of the title to the Demised Premises, or any Superior Lessor’s, Superior Mortgagee’s or such person’s successors or assigns (acquires the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights interest of Landlord under this Lease through possession by foreclosure of its mortgage) or foreclosure by proceedings on the bond or delivery of a new lease or deed debt secured thereby, or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, agrees to attorn fully and completely, from time to time, to and recognize any such Successor Landlord, fee mortgagee as Tenant’s landlord under this Lease upon the then executory terms of this Lease. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease and pursuant to the provisions of the Subordination Non-Disturbance and Attornment Agreement (i.e. Exhibit I) or the Recognition Agreement (i.e. Exhibit I-1)new landlord. Section 23.03 Landlord warrants and represents that as of the Execution Date (i) the only Superior Lease affecting the Land and Building is that certain Air Rights Lease dated as of April 7, 1996 and that Abbey Lafayette Owner LLP (“Owner”) is the Landlord under that Superior Lease, and (ii) there is no current Superior Mortgage; Landlord fully reserving all rights in the future to mortgage its interests to one or more Superior Mortgagees. Notwithstanding anything in this Article 23 to the contrary, it shall be an express condition precedent to Tenant’s obligations under this Lease that (i) within thirty (30) days of the Execution Date, Landlord delivers to Tenant a ground lease nondisturbance agreement in the form attached hereto as Exhibit I -1 (“Ground Lease NDA”) from Owner; and (ii) if and to the extent any mortgage is placed on the Property at any time subsequent to the Execution Date, Landlord will provide Tenant within thirty (30) days of the recording of said mortgage a mortgage nondisturbance agreement (“Mortgage NDA”) from the then Existing Mortgagee in the form attached hereto as part of Exhibit I; and (iii to ensure subordination of this Lease to any future Superior Lease and/or any future Superior Mortgage, that the Superior Lessor and/or the Superior Mortgagee execute and deliver to Tenant a Ground Lease NDA substantially in the form attached hereto as part of Exhibit I-1 and/or a Mortgage NDA substantially in the form attached hereto as part of Exhibit I (to be executed by Tenant as contemplated in Section 23.01).