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201600516 Lease except as otherwise expressly provided in Paragraph 2. Lender and any person to whom the Tenant shall attorn, shall be discharged from any and all responsibility under the Lease which arises or accrues after Lender or such other person disposes of its interest in the Premises. 3. Subordination. Tenant does hereby subordinate and declare to be subordinated all of Tenant's right, title and interest as lessee under the Lease to the right, title and interest of Lender under the Mortgage, and Tenant further agrees that the Lease now is and shall at all times continue to be subject and subordinate in each and every respect to the Mortgage (including, without limitation, the casualty and condemnation provisions of the Lease, which are hereby specifically subordinated to the Mortgage) and to any and all increases, renewals, modifications, extensions, substitutions, replacements and/or consolidations of the Mortgage with the same force and effect as if the Mortgage had been executed, acknowledged, delivered and recorded prior to the execution, acknowledgement, delivery of the Lease, and henceforth the Lease shall be subject, junior, and inferior in all respects to the Mortgage, and to all present and future advances and obligations secured by the Mortgage. Any options or rights contained in said Lease to acquire title to the Premises are hereby made subject and subordinate to the rights of the Lender under the Mortgage and any acquisition of title to the Premises made by Tenant during the term of the Mortgage shall be made subordinate and subject to the Mortgage. Without limiting the generality of the foregoing Tenant subordinates its right, title, and interests under said Lease to the interests of Lender in any award of condemnation or eminent domain to the extent necessary to pay in full any and all sums secured by said Mortgage, and Tenant does assign and transfer to the Lender the right and privilege to receive any interest of Tenant in such award of condemnation or eminent domain in the extent necessary to pay in full any and all sums secured by the Mortgage, and Tenant authorizes Lender to apply any funds so received in satisfaction of any sums secured by said Mortgage. 4. Assignment of Leases. Tenant hereby acknowledges that all of Landlord's right, title and interest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Assignment of Leases, and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and authorizes Tenant to make rental payments directly to Lender following receipt of such notice, and covenants and agrees that Tenant shall have the right to rely on such notice without any obligation to inquire as to whether any default exists under the Mortgage or the Assignment of Leases or the indebtedness secured thereby, and notwithstanding any notice or claim of Landlord to the contrary, and that Landlord shall have no right or claim against Tenant for or by reason of any rental payments made by Tenant to Lender following receipt of such notice. Tenant further acknowledges and agrees: (a) that under the provisions of the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or be modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and without such consent no rent may be collected or accepted by Landlord more than one month in advance; and (b) that the interest of Landlord as lessor under the Lease 51810710.1