Common use of Attornment Clause in Contracts

Attornment. If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest Tenant covenants and agrees that, in the Property is acquired event any ground lessor, lessor of any underlying lease or subsequent purchaser of the Building so requests or in the event of any foreclosure under any mortgage, or any renewal, modification, consolidation, replacement or extension thereof, or in the event of a sale at foreclosure, or in the event of any acceptance of any deed in lieu of foreclosure, which may now or hereafter affect the real property of which the Demised Premises are a part, Tenant shall attorn to any ground lessor, lessor of any underlying lease or subsequent purchaser of the Building or to the party secured by mortgagee such mortgage, or any renewal, modification, consolidation, replacement or extension thereof, and to any purchaser at any foreclosure sale or party taking a foreclosure saledeed in lieu of foreclosure, Tenant shall, and at the election sole option of such mortgagee party, which option may be exercised in said party's reasonable or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornmentunreasonable discretion, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant herein and Tenant upon all such landlord or its successor. In any case, such landlord or successor under such ground or underlying lease or such secured party or purchaser at foreclosure sale or party taking a deed in lieu of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee foreclosure shall not be (i) liable in bound by any way to Tenant for any act or omission, neglect or default prepayment on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to Tenant of the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by Base Annual Rent or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Additional Rent for more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to so that Base Annual Rent and Additional Rent shall be done by the Landlord payable under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with its terms, from the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount date of the unadvanced Finish Work Allowance amortized over termination or transfer of the Term with interest at ground or underlying lease or the rate of 8% per annum; foreclosure under such mortgage, or (B) from and after the date that of foreclosure sale or transfer by deed in lieu of foreclosure, as if such prepayment had not been made. Further, such landlord or successor in interest shall not be liable for damages for any act or omission of Landlord or any prior landlord or be subject to any recoupments, offsets, counterclaims or defenses which Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Lettermay have against Landlord or any prior landlord. Tenant shall, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice upon request of such acquisitionlandlord or successor landlord, to either (X) terminate this Lease, execute and deliver an instrument or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by instruments confirming Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable's attornment.

Attornment. If Tenant covenants and agrees that, in the event of any foreclosure under any mortgage or deed of trust, or any renewal, modification, consolidation, replacement or extension thereof, or in the event of any acceptance of any deed in lieu of foreclosure, which may now or hereafter affect the real property of which the Demised Premises are a part, Tenant shall attorn to the party secured by such mortgage or deed of trust, or any renewal, modification, consolidation, replacement or extension thereof, and to any purchaser at any foreclosure sale or party taking a deed in lieu of foreclosure. Tenant covenants and agrees to attorn to any successor to Landlord’s 's interest in the Property is acquired by mortgagee any ground or underlying Lease. In any case, such landlord or successor under such ground or underlying Lease or such secured party or purchaser at foreclosure sale or party taking a deed in lieu of foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) bound by any prepayment on the part of Tenant of any rent for more than one month in advance, so that rent shall be payable under this Lease in accordance with its terms, from the date of the termination or transfer of the ground or underlying Lease or the foreclosure under such mortgage or deed of trust, or the date of foreclosure sale or transfer by deed in lieu of foreclosure, as if such prepayment had not been made. Further, such landlord or successor in interest shall not be liable in any way to Tenant for damages for any act or omission, neglect or default on the part omission of Landlord under this Lease (nothing in this clause (i) being deemed to relieve or any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as prior landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) be subject to any counterclaim offsets or setoff defenses which theretofore accrued to Tenant may have against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgageeprior landlord. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinateshall, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice upon request of such acquisitionlandlord or successor landlord, to either (I) terminate this Lease, execute and deliver an instrument or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made instruments confirming Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable's attornment.

Attornment. If Landlord’s interest Tenant agrees that in the Property is acquired by mortgagee or purchaser at event that any holder of a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor superior lien succeeds to Landlord’s interest in the Property and recognize it as Landlord Premises, Tenant shall pay to such holder all Rent subsequently payable under this Lease. Further, Tenant waives agrees that in the protection event of the enforcement by the holder of a superior lien of the remedies provided for by law or by such superior lien, Tenant shall, upon request of any statute person or rule party succeeding to the interest of law which gives Landlord as a result of such enforcement, automatically become the Tenant any right of and attorn to terminate such successor in interest without change in the terms or provisions of this Lease. So long as the Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon is then in full force and effect and Tenant is not in Default under this Lease, such attornment, this Lease successor shall continue the Lease in full force and effect as a direct lease between the mortgagee such successor and Tenant Tenant, upon and subject to all of the terms, covenants and conditions and covenants as are set forth in this of the Lease, except that for the mortgagee balance of the Term. Such successor in interest, however, shall not be bound by: (ia) liable Any payment of rent for more than one month in any way to advance, except prepayments in the nature of security for the performance by Tenant for any act or omission, neglect or default on the part of Landlord its obligations under this Lease Lease; (nothing in this clause (ib) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any Any amendment or modification of this Lease subsequent to made without the written consent of such mortgage, or by any previous prepayment of Rent for more than one successor in interest (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims consent was required under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to terms of such mortgagee alone, the lien of its mortgagee superior lien); (or the priority of its ground leasec) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Any claim against Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) arising prior to the date that Tenant has made Tenanton which such successor in interest succeeded to Landlord’s first payment towards interest; or (d) Any claim or offset of Rent against the Excess Costs under Landlord arising prior to the FW Contract under the Work Letterdate on which such successor in interest succeeded to Landlord’s interest. Upon request by such successor in interest and without cost to Landlord or such successor in interest, Tenant shall have shall, within ten (10) business days after written demand, execute, acknowledge, and deliver an instrument or instruments confirming the rightattornment, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of so long as such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit instrument provides that such Excess Costs successor in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of interest will not disturb Tenant in its use of the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise Premises in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If LandlordNotwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Property is acquired by mortgagee Lease be transferred to Lender or purchaser at a any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure saleof the Mortgage, Tenant shallagrees, at for the election benefit of New Owner and effective immediately and automatically upon the occurrence of any such mortgagee or purchasertransfer, attorn that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession terms of the Premises upon Lease for the transfer remainder of Landlord’s interest. Upon such attornment, this the Lease term; (b) Tenant shall continue be bound to New Owner in full force and effect as a direct lease between the mortgagee and Tenant upon accordance with all of the termsprovisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlord, conditions such attornment to be effective and covenants as are set forth in this Lease, except that self-operative without the mortgagee execution of any further instrument; (d) New Owner shall not be (i) liable in any way to Tenant for any act or omissiondefault of any prior landlord under the Lease, neglect or including, without limitation, Owner, except where such default on is continuing at the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding time New Owner acquires title to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from leased premises and New Owner fails to cure same after the date of such succession), receiving notice thereof; (iie) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) New Owner shall not be subject to any counterclaim offsets or setoff defenses which theretofore accrued to Tenant may have against Landlordany prior landlord under the Lease, (iv) bound by any amendment including, without limitation, Owner, except where such offsets or modification defenses arise out of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment a default of the Finish Work Allowance, or prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (viif) required to remove New Owner shall not be liable for any person occupying the Premises or any part thereof, except if such person claims obligations of landlord arising under the mortgagee. Tenant agrees that Lease following any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, subsequent transfer of the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds title to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done leased premises by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableNew Owner.

Attornment. If Landlord’s 's interest in the Property is acquired by mortgagee any ground Landlord, beneficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to Landlord’s 's interest in the Property and recognize it such transferee or successor as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises Property upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein's interests. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, as a purchaser at a foreclosure sale (a “Successor”) succeeds condition precedent to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends Tenant's agreement to be bound to perform work remaining to by Section 11.2 of this Lease, Landlord shall provide Tenant with commercially reasonable non-disturbance agreements in favor of Tenant from any ground lessors, mortgage holders or lien holders then in existence. Said non-disturbance agreements shall be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant in recordable form and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b)may be recorded at Tenant's election and expense. In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or Landlord fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, commercially reasonable non-disturbance agreements within thirty (30) days after the giving mutual execution of any subordination agreement affecting this Lease, Tenant shall have the right, exercisable at any time thereafter to give ten (10) business days' written notice to Landlord terminating this Lease. In the event Landlord does not provide Tenant with the applicable non-disturbance agreements within such notice by Tenantten (10) day period, the Successor agrees to be bound by Lease shall terminate and Landlord shall reimburse Tenant a proportionate share of all of Tenant's out-of-pocket costs incurred in connection with the applicable provisions design and construction of any tenant improvements and Tenant's reasonable legal fees incurred in connection with the review and negotiation of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above Upon such termination, neither party shall be deemed to be an election pursuant have any further liability thereunder to the clause (II) or (Y) of the immediately preceding sentence, as applicable.other. Landlord shall also provide Tenant with commercially reasonable

Attornment. If Landlord’s interest in (a) In the Property is acquired event that Beneficiary acquires or succeeds to the interests of Landlord under the Lease by mortgagee reason of a foreclosure, deed-in-lieu of foreclosure or purchaser at otherwise (collectively, a foreclosure sale"Foreclosure"), Tenant shall, at the election of such mortgagee or purchaser, attorn shall be ----------- bound to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord Beneficiary under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this of the Lease, except that as provided in this Agreement, for the mortgagee shall not be balance of the term thereof remaining, with the same force and effect as if Beneficiary were Landlord. Tenant hereby agrees in such event to (i) liable attorn to Beneficiary as its landlord on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to Beneficiary. Said attornment, affirmation and agreement is to be effective and self-operative without the execution of any further instruments upon Beneficiary succeeding to the interests of Landlord under the Lease. (b) Tenant agrees to execute and deliver at any time and from time to time, upon the request of Landlord or Beneficiary, any instrument or certificate deemed to be necessary or appropriate to evidence such attornment. (c) If any act or omission of Landlord would give Tenant the right, immediately or after the lapse of a period of time, to cancel or terminate the Lease or xxxxx the rent payable thereunder or to claim a partial or total eviction, Tenant shall not exercise such right until (i) it has given written notice of such act or omission to Landlord and Beneficiary, (ii) Landlord fails to remedy such act or omission within the applicable time period stated in any way the Lease for effecting such remedy and (iii) a reasonable period for remedying such act or omission shall have elapsed following the failure of Landlord to effect such remedy and following the time when Beneficiary shall have become entitled under the Mortgage to remedy the same (which reasonable period shall in no event be less than the period to which Landlord is entitled under the Lease or otherwise, after similar notice, to effect such remedy, plus two additional weeks). In the case of an act or omission which Beneficiary undertakes to remedy but which cannot practicably be remedied by Beneficiary without taking possession of the Premises [and provided that Beneficiary notifies Tenant in writing that Beneficiary will in fact cure that default as soon as reasonably practicable after Beneficiary has taken possession, then] (i) such reasonable period shall not commence until Beneficiary has possession of the Premises and (ii) Beneficiary shall proceed with reasonable diligence to obtain possession of the Premises, and upon obtaining such possession shall with reasonable diligence remedy such act or omission. (d) From and after such attornment, Beneficiary shall be bound to Tenant under all the terms, covenants and conditions of the Lease; provided, however, Beneficiary shall not be: (1) obligated to cure any defaults under the Lease of any prior landlord (including Landlord) which occurred prior to the date Beneficiary obtained title to or possession of the Property; (2) liable for any act or omission, neglect or default on the part omission of Landlord under this Lease any prior landlord (nothing in this clause (iincluding Landlord) being deemed to relieve any mortgagee succeeding which occurred prior to the interest date Beneficiary obtained title or possession of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), Property; (ii3) responsible for obligated to fund any monies owing by or on security deposit with Landlord to the credit of Tenant (except to the extent any such deposit is unless actually received by Beneficiary; (4) bound by any amendment, modification or termination of the Lease unless such mortgagee)amendment, modification or termination was consented to in writing by Beneficiary; (iii5) subject to any counterclaim offsets or setoff defenses which theretofore accrued to Tenant might have against any prior landlord (including Landlord, ); or (iv6) bound by any amendment base rental or modification additional rental or advance payment of this Lease subsequent to such mortgage, or by any previous prepayment of Rent rent which Tenant paid for more than one the current month to any prior landlord (1including Landlord). (e) month, which was not approved in writing by the mortgagee, Anything herein or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoingcontrary notwithstanding, in the event that mortgagee orBeneficiary shall acquire title to the Premises by reason of a Foreclosure, other than an entity controllingBeneficiary shall have no obligation, controlled by nor incur any liability, beyond Beneficiary's then interest, if any, in the Property (including any title and casualty insurance proceeds and condemnation awards actually paid to Beneficiary), and Tenant shall look exclusively to such interest of Beneficiary in the Property for the payment and discharge of any obligations which may be imposed upon Beneficiary hereunder or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in (a) In the Property is acquired by mortgagee event that Lender or purchaser at any other person or entity shall succeed to the rights of Landlord under the Lease, whether through possession or foreclosure action or delivery of a foreclosure salenew lease or deed, Tenant shall, then at the election request of such mortgagee or purchaser, attorn to the transferee of or successor party so succeeding to Landlord’s interest in the Property rights (hereinafter sometimes called a “successor landlord”), Tenant shall attorn to and recognize it such successor landlord as Landlord its new landlord under this the Lease, and Tenant shall promptly execute and deliver such instruments that such successor landlord may reasonably request to evidence such attornment. Tenant hereby waives the protection provisions of any statute or rule of law which gives Tenant now or hereafter in effect that may give or purport to give it any right or election to terminate this or otherwise adversely affect the Lease or surrender possession the obligations of Tenant thereunder by reason of any foreclosure or other action whatsoever in enforcement of the Premises upon the transfer of Landlord’s interest. Mortgage. (b) Upon such attornmentattornment as provided in subparagraph 3(a) above, this provided a Termination Event has not occurred, the Lease shall continue in full force and effect as, and as if it were, a direct lease between the mortgagee Tenant and Tenant such successor landlord upon all of the terms, covenants, conditions and covenants agreements as are set forth in this the Lease, except that and Tenant shall, from and after the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding successor landlord’s succession to the interest of Landlord hereunder under the Lease, have the same remedies against such successor landlord for the breach of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest agreement contained in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the that Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims might have had under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, Lease against Landlord if the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds successor landlord had not succeeded to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annumLandlord; provided, however, that the Successor can render successor landlord shall not be: (i) liable for any Succession Election Notice pursuant accrued obligation or previous act or omission of any prior landlord under the Lease (including Landlord); (ii) subject to clause any credits, claims, offsets or defenses which Tenant might have against any prior landlord (Aincluding Landlord) or to the payment of rent or other performance under the Lease; (B)iii) required to account for any security deposit other than any security deposit actually delivered to the successor landlord; (iv) bound by any previous material modification of the Lease or by any previous prepayment of more than one month’s rent, above, null and void and unless such material modification or prepayment shall have been expressly approved in writing by Lender or such successor landlord; or (v) obligated to commence or complete any construction or to make any contribution toward construction or installation of no force and effect if, within thirty (30) days after any improvements upon the giving Premises required under the Lease or any expansion or rehabilitation of such notice by Tenantexisting improvements thereon. Nevertheless, the Successor agrees duties arising under the Lease to be bound maintain and repair the Premises are not affected by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableinstrument.

Attornment. If Landlordthe Lease or Sublandlord’s interest in right to possession thereunder terminates for any reason prior to expiration of the Property is acquired by mortgagee or purchaser at a foreclosure saleSublease, Tenant shallSubtenant agrees, at the written election of such mortgagee or purchaserLandlord, to attorn to Landlord upon the transferee then executory terms and conditions of or successor to Landlord’s interest in the Property and recognize it as Landlord under this LeaseSublease for the remainder of the term of the Sublease. Tenant waives In the protection event of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of such election by Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall Landlord will not be (ia) liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or any way security deposit paid by Subtenant to Tenant Sublandlord, unless same has been transferred to Landlord by Sublandlord; (b) liable for any act or omissionomission of Sublandlord under the Lease, neglect Sublease or any other agreement between Sublandlord and Subtenant or for any default on the part of Landlord Sublandlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding such documents which occurred prior to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the effective date of such succession), the attornment; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iiic) subject to any counterclaim defenses or setoff offsets that Subtenant may have against Sublandlord which theretofore accrued arose prior to Tenant against Landlord, the effective date of the attornment; (ivd) bound by any amendment changes or modification modifications made to the Sublease without the written consent of this Lease subsequent Landlord, (e) obligated in any manner with respect to such mortgagethe transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the Sublease, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (vf) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowanceany improvement allowance, or (vii) required any other payment, credit, offset or amount due from Sublandlord to remove any person occupying the Premises or any part thereof, except if such person claims Subtenant under the mortgageeSublease. Tenant agrees that any present or future mortgagee may at its option unilaterally If Landlord does not elect to subordinate, in whole or in part and by instrument in form and substance satisfactory have Subtenant attorn to such mortgagee aloneLandlord as described above, the lien Sublease and all rights of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing Subtenant in the preceding sentences Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, 9 supercede any contrary provisions in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableSublease.

Attornment. If (a) In the event of Master Lease Termination (as hereinafter defined) prior to the termination of the Sublease, at Landlord’s interest option, Subtenant agrees to attorn to Landlord and to recognize Landlord as Subtenant’s landlord under the Sublease, upon the terms and conditions and at the rental rate specified in the Property is acquired by mortgagee or purchaser at a foreclosure saleSublease, Tenant shall, at and for the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession then remaining term of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this LeaseSublease, except that the mortgagee Landlord shall not be bound by any provision of the Sublease which in any way increases Landlord’s duties, obligations or liabilities to Subtenant beyond those owed to Tenant under the Master Lease. Subtenant agrees to execute and deliver at any time and from time to time, upon request of Landlord, any instruments which may be necessary or appropriate to evidence such attornment. Landlord shall not (i) be liable in any way to Tenant Subtenant for any act act, omission or omission, neglect or default on breach of the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession)Sublease by Tenant, (ii) responsible for be subject to any monies owing offsets or defenses which Subtenant might have against Tenant, (iii) be bound by any rent or on additional rent which Subtenant might have paid in advance to Tenant, (iv) be bound to honor any rights of Subtenant in any security deposit made with Landlord to the credit of Tenant (except to the extent any Tenant has turned over such security deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest be obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Property, Sublease Premises which Tenant agreed would be transferred to Subtenant or which Tenant agreed could be used by the Subtenant during the term of the Sublease or (vi) responsible be liable for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of any improvement allowance or to otherwise modify the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgageeSublease Premises. Tenant hereby agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Master Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work LetterTermination, Tenant shall immediately pay or transfer to Landlord any security deposit, rent or other sums then held by Tenant. Landlord shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisitionin Landlord’s sole discretion, to either (I) terminate elect not to have Subtenant attorn to Landlord and, in this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenantevent, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above Sublease shall be deemed terminated on the date of Master Lease Termination and, Landlord shall have no obligation to be an election pursuant permit Subtenant to continue to occupy the clause (II) or (Y) of the immediately preceding sentence, as applicablePremises.

Attornment. If Landlordthe Lease or Sublandlord’s interest in right to possession thereunder terminates for any reason prior to expiration of the Property is acquired by mortgagee or purchaser at a foreclosure saleSublease, Tenant shallSubtenant agrees, at the written election of such mortgagee or purchaserLandlord, to attorn to Landlord upon the transferee then executory terms and conditions of or successor to Landlord’s interest in the Property and recognize it as Landlord under this LeaseSublease for the remainder of the term of the Sublease. Tenant waives In the protection event of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of such election by Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall Landlord will not be (ia) liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or any way security deposit paid by Subtenant to Tenant Sublandlord, unless same has been transferred to Landlord by Sublandlord; (b) liable for any act or omissionomission of Sublandlord under the Lease, neglect Sublease or any other agreement between Sublandlord and Subtenant or for any default on the part of Landlord Sublandlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding such documents which occurred prior to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the effective date of such succession), the attornment; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iiic) subject to any counterclaim defenses or setoff offsets that Subtenant may have against Sublandlord which theretofore accrued arose prior to Tenant against Landlord, the effective date of the attornment; (ivd) bound by any amendment changes or modification modifications made to the Sublease without the written consent of this Lease subsequent Landlord, (e) obligated in any manner with respect to such mortgagethe transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the Sublease, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (vf) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowanceany improvement allowance, or (vii) required any other payment, credit, offset or amount due from Sublandlord to remove any person occupying the Premises or any part thereof, except if such person claims Subtenant under the mortgageeSublease. Tenant agrees that any present or future mortgagee may at its option unilaterally If Landlord does not elect to subordinate, in whole or in part and by instrument in form and substance satisfactory have Subtenant attorn to such mortgagee aloneLandlord as described above, the lien Sublease and all rights of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing Subtenant in the preceding sentences Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, 9 supercede any contrary provisions in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableSublease.

Attornment. a) If Landlord’s interest in the Property Premises is acquired by mortgagee any ground lessor, beneficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, sale or in acquiring Landlord’s interest in the Premises in lieu of foreclosure Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to Landlord’s interest in the Property Premises and recognize it such transferee or successor as Landlord under this Lease, provided however, that such transferee or successor agrees in writing not to disturb Tenant’s tenancy hereunder and agrees to be bound by and assume the terms, conditions and obligations of Landlord under this Lease, except that such assumption shall not be deemed of itself an acknowledgment by such purchaser or successor of the validity of any then-existing claims of Tenant against any prior landlord (including Landlord). Tenant shall execute such further commercially reasonable documents and assurances as such lender or such purchaser or successor may require. Tenant’s failure to do so within twenty (20) business days after written request shall at the sole option of Landlord constitute a default hereunder. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, . b) Notwithstanding the foregoing or anything in this Lease to the contrary, neither any such lender nor such other purchaser or successor shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be any event be: (i) liable in any way to Tenant Liable for any act acts or omission, neglect omissions of any prior landlord (including Landlord); (ii) Obligated to cure any defaults of any prior landlord (including Landlord) which occurred prior to the time that such lender or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding such other purchaser or successor succeeded to the interest of Landlord hereunder of its continuing obligations as such prior landlord under this Lease from and after the date of Lease, unless such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit default is actually received by such mortgagee), ongoing; (iii) subject Subject to any counterclaim offsets or setoff defenses which theretofore accrued Tenant may be entitled to Tenant assert against any prior landlord (including Landlord, ); (iv) bound Bound by any payment of Rent by Tenant to any prior landlord (including Landlord) for more than one month in advance unless actually received; (v) Bound by any amendment or modification of this the Lease subsequent to made without the written consent of such mortgage, lender or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, such other purchaser or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, successor; or (vi) Liable or responsible for for, or with respect to, the performance retention, application and/or return to Tenant of any work security deposit paid to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building landlord (including Base Building and Finish WorkLandlord), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done still held by such prior landlord, unless and until such lender or such other purchaser or successor has actually received for its own account as landlord the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice full amount of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablesecurity deposit.

Attornment. If Landlord’s In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest in the Property is acquired by mortgagee or purchaser at a foreclosure saleof Sub-Sublandlord under this Sub-Sublease, Tenant and Sub-Subtenant shall, at the election of such mortgagee or purchaserPrime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the transferee then executory provisions of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this LeaseSub-Sublease, except that the mortgagee Prime Sublandlord shall not be (i) be liable in any way to Tenant for any act previous act, omission or omission, neglect or default on the part negligence of Landlord Sub-Sublandlord under this Lease (nothing in this clause (i) being deemed Sub-Sublease, which heretofore has accrued to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession)Sub-Subtenant against Sub-Sublandlord, (ii) responsible be subject to any counterclaim, defense or offset not expressly provided for any monies owing by or on deposit with Landlord in this Sub-Sublease which theretofore accrued to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee)Sub-Subtenant against Sub-Sublandlord, (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) be bound by any amendment or previous modification of this Lease subsequent Sub-Sublease not consented to such mortgage, by Prime Sublandlord or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work AllowanceFixed Rent and Additional Rent, or (viiiv) required be bound to remove perform any person occupying the Premises work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any part thereof, except if such other person claims or entity for the same. Sub-Subtenant hereby waives all rights under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect laws or otherwise to subordinateelect, in whole by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or in part and by instrument in form and substance satisfactory to such mortgagee alone, surrender possession of the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this LeaseSub-Sublet Premises demised hereby. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above Article 12 shall be deemed to be an election affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablethis Sub-Sublease.

Attornment. If Landlord’s interest Each New Real Property Lease entered into from and after the Closing Date shall, unless otherwise consented to by the Administrative Agent in its commercially reasonable discretion (which consent shall not be unreasonably withheld, delayed or conditioned), provide that in the event of the enforcement by the Administrative Agent of any remedy under this Agreement or the Mortgages, the Tenant under such Real Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant Lease shall, at the election option of such mortgagee the Administrative Agent or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee other Person succeeding to the interest of Landlord hereunder the Administrative Agent as a result of its continuing obligations such enforcement, attorn to the Administrative Agent or to such Person and shall recognize the Administrative Agent or such successor in the interest as landlord lessor under this such Real Property Lease from and after without change in the provisions thereof; provided, however, the Administrative Agent or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such succession)installment, (ii) responsible for any monies owing act or omission of or default by the Borrower or on deposit with Landlord any Restricted Subsidiary under any such Real Property Lease (but the Administrative Agent, or such successor, shall be subject to the credit continuing obligations of Tenant (except the landlord to the extent any arising from and after such deposit is actually received by succession to the extent of the Administrative Agent’s, or such mortgageesuccessor’s, interest in the applicable Mortgaged Property), (iii) subject to any counterclaim credits, claims, setoffs or setoff defenses which theretofore accrued to any Tenant may have against Landlordthe Borrower or any Restricted Subsidiary, (iv) bound by any amendment obligation on the part of the Borrower or modification of this Lease subsequent any Restricted Subsidiary, pursuant to such mortgageReal Property Lease, to perform any tenant improvement work, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in any obligation on the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment part of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises Borrower or any part thereofRestricted Subsidiary, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory pursuant to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Real Property Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor pay any sum of money to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of any Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (but only to the extent that the Finish Work Allowance Administrative Agent or such successor in interest is not disbursed in receipt of any such funds provided for the purpose of covering (i) through (v) above. In addition, each such New Real Property Lease shall, unless otherwise consented to by the Successor) reduce Administrative Agent in its commercially reasonable discretion (which consent shall not be unreasonably withheld, delayed or conditioned), provide that, upon the Rent reasonable request by the amount of Administrative Agent or such successor in interest, the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of execute and deliver an instrument or instruments confirming such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableattornment.

Attornment. If In the event of (i) a transfer of Landlord’s 's interest in the Property Premises, (ii) the termination of any ground or underlying lease of the Building or the land on which it is acquired by mortgagee constructed, or purchaser at both, or (iii) the purchase of the Building or Landlord's interest therein in a foreclosure salesale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the election request of such mortgagee Landlord or purchaserLandlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or successor to Landlord’s interest in the Property and recognize it lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this LeaseLease for the balance then remaining of the Term, and thereafter this Lease shall continue as a direct lease between such lessor, transferee or purchaser, as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord prior to such lease termination or prior to its succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such succession to title, nor be bound by any payment of Base Rent or Additional Rent prior to such lease termination or prior to such succession to title for more than one month in advance. Tenant shall, upon request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the termination ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the protection provisions of any statute present or rule of future law or regulation which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate otherwise adversely affect this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf obligations of Tenant in the manner provided under the Work Letterhereunder, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount upon or as a result of the unadvanced Finish Work Allowance amortized over termination of any such ground or underlying lease or the Term with interest at the rate completion of 8% per annum; or (B) from any such foreclosure and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablesale.

Attornment. If the interest of Landlord is transferred to any person (a “Successor Landlord’s interest ”) by reason of the termination or foreclosure, or proceedings for enforcement, of an Encumbrance, or by delivery of a deed in the Property is acquired by mortgagee lieu of such foreclosure or purchaser at a foreclosure saleproceedings, Tenant shall, upon demand and at the election of such mortgagee or purchaserSuccessor Landlord, attorn to the transferee of or successor to Successor Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between the mortgagee Successor Landlord and Tenant Tenant, upon all of the same terms, conditions and covenants as are set forth stated in this Lease, Lease except that the mortgagee a Successor Landlord shall not be (ia) liable in any way to Tenant for any previous act or omission, neglect omission or default on the part negligence of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession)Lease, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iiib) subject to any counterclaim counterclaim, defense or setoff offset not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore therefore shall have accrued to Tenant against Landlord, (ivc) bound by any an previous modification or amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month’s rent, which was not unless such modification or prepayment shall have been approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance holder of any work Encumbrance through or by reason of which the Successor Landlord shall have succeeded to be done by the rights of Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (viid) required obligated to remove perform any person occupying the Premises repairs or any part thereof, except if such person claims other work beyond Landlord’s obligations under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) agrees, upon request by and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice without cost to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisitionLandlord, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held promptly execute and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice deliver to the Successor within sixty (60Landlord such instrument(s) days following notice of as may be reasonably required by Successor Landlord to evidence such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableattornment.

Attornment. If Landlord’s interest (a) Tenant covenants and agrees that in the event of foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Mortgagee if it is such purchaser or transferee, being herein called "NEW OWNER"), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to Landlord’s interest in New Owner as Tenant's new landlord, and agrees that the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant and Tenant New Owner upon all of the terms, covenants, conditions and covenants as are agreements set forth in the Lease and this LeaseAgreement, except for provisions which are impossible for New Owner to perform; provided, however, that in no event shall the mortgagee shall not be New Owner be: (i) liable in any way to Tenant for any act or act, omission, neglect default, misrepresentation, or default on breach of warranty, of any previous landlord (including Landlord) or obligations accruing prior to New Owner's actual ownership of the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), Property; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any offset, defense, claim or counterclaim or setoff which theretofore accrued Tenant might be entitled to Tenant assert against any previous landlord (including Landlord, ); (iviii) bound by any amendment payment of rent, additional rent or modification of this Lease subsequent other payments, made by Tenant to such mortgage, or by any previous prepayment of Rent landlord (including Landlord) for more than one (1) month, which was not approved month in writing advance; (iv) bound by the mortgageeany amendment, or bound modification of the Lease hereafter made, or consent, or acquiescence by any previous landlord (including Landlord) under the indemnity set forth in Section 9.04Lease to any assignment or sublease hereafter granted, without the written consent of Mortgagee; or (v) liable beyond mortgagee’s interest in the Propertyfor any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to New Owner. (vib) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The provisions of this Lease. Nothing in Agreement regarding attornment by Tenant shall be self-operative and effective without the preceding sentences necessity of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) execution of Section 3.01(e) of this Lease any new lease or other document on the conditions set forth thereinpart of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; providedagrees, however, that to execute and deliver upon the Successor can render request of New Owner, any Succession Election Notice pursuant to clause (A) instrument or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice certificate which in the time period(s) required above shall reasonable judgment of New Owner may be deemed necessary or appropriate to be an election pursuant to the clause (II) or (Y) evidence such attornment, including a new lease of the immediately preceding sentence, Premises on the same terms and conditions as applicablethe Lease for the unexpired term of the Lease.

Attornment. If Landlord’s interest in Tenant agrees to attorn to and recognize as its landlord under the Lease each party acquiring legal title to the Property is acquired by mortgagee foreclosure (whether judicial or purchaser at a foreclosure salenonjudicial) of the Security Instrument, Tenant shalldeed-in-lieu of foreclosure, at or other sale in connection with enforcement of the election Security Instrument or otherwise in satisfaction of such mortgagee the Loan ("Successor Owner"). In no event will any Successor Owner be: (a) liable for any default, act or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection omission of any statute or rule prior landlord under the Lease, provided that the foregoing shall not limit Successor Owner's obligations under the Lease to correct any conditions of law which gives Tenant any right to terminate this Lease or surrender possession a continuing nature that (x) existed as of the Premises upon date Successor Owner became the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all owner of the termsProperty, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (iy) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing violate Successor Owner's obligations as landlord under this Lease from and after the date of such succession), Lease; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iiib) subject to any counterclaim offset or setoff defense which theretofore accrued to Tenant may have against Landlord, any prior landlord under the Lease; (ivc) bound by any payment of rent or additional rent (other than first month’s rent) made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the Lease, or waiver of Lease terms, made without Agent's written consent thereto, except for: (i) any amendment or modification of this the Lease subsequent that is provided for or contemplated in the Lease in connection with Tenant's exercise of any renewal or extension rights with respect to the term, including any provision thereof that sets rental amounts or other economic terms for the extension term, so long as such mortgagerental amounts or other economic terms are specified in the Lease, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, determined pursuant to appraisal or bound by the indemnity arbitration procedures set forth in the Lease (and provided that any rental amounts and other economic terms for the extension term that are voluntarily agreed-to between Landlord and Tenant are subject to Agent's approval rights set forth below in this Section 9.043), and so long as such amendment or modification is otherwise consistent with the terms of such renewal or extension rights; (vii) writings that establish the Lease Commencement Date (as that term is defined in the Lease); (iii) documentation confirming approvals or consents in accordance with the Lease and this Agreement (such as consents to subleases or assignments); and (iv) execution of estoppel certificates; or (e) liable beyond mortgagee’s for the return of any security deposit or other prepaid charge paid by Tenant under the Lease, except to the extent such amounts were actually received by Agent. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Agent or any Successor Owner such further instruments as Agent or a Successor Owner may from time to time reasonably request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall be limited to Successor Owner's interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in Tenant agrees to attorn to and recognize as its landlord under the Lease each party acquiring legal title to the Property is acquired by mortgagee foreclosure (whether judicial or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession nonjudicial) of the Premises upon the transfer Security Instrument, deed-in-lieu of Landlord’s interest. Upon such attornmentforeclosure, this Lease shall continue or other sale in full force and effect as a direct lease between the mortgagee and Tenant upon all connection with enforcement of the terms, Security Instrument or otherwise in satisfaction of the underlying loan ("Successor Owner"). Provided that the conditions and covenants as are set forth in this LeaseSection 2 above are met at the time Successor Owner becomes owner of the Property, except that Successor Owner shall perform all obligations of the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this the Lease arising from and after the date of such succession)title to the Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (iia) responsible liable for any monies owing default, act or omission of any prior landlord under the Lease (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and continuing in nature, and such that Successor Owner's failure to cure would constitute a continuing default under the Lease; for the avoidance of doubt, defaults which are non-monetary include repair and maintenance defaults even though curing such defaults may require the expenditure of money); (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease; (c) bound by any payment of rent or on deposit with additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the credit Lease, or waiver of Lease terms, which revise Tenant's or Landlord's monetary obligations under the Lease, modifies the term of the Lease, the parties' termination rights or the description of the Leased Space, made without Lender's written consent thereto; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant (under the Lease, except to the extent any such deposit is amounts were actually received by such mortgagee), Lender; (iiif) subject to any counterclaim liable or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment right of first refusal or modification option to purchase all or any portion of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (Bg) from and after liable for construction, completion or payment to Tenant for any improvements to the date that Tenant has made Tenant’s first payment towards the Excess Costs Property or as required under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty Lease for Tenant's use and occupancy (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annumwhenever arising); provided, however, that the Successor can render any Succession Election Notice pursuant to this clause (Ag) shall in no way modify, limit or (B)impair any obligation of Successor Owner to perform maintenance and repair obligations to existing improvements and provided further, abovethat if Successor Owner fails to perform any such maintenance and repair obligations, null then Tenant shall have all rights and void remedies available to it in the Lease, at law, and of no force and effect if, within thirty (30) days after in equity. Although the giving of such notice by Tenant, the Successor agrees to be bound by the applicable foregoing provisions of this LeaseAgreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. Tenant’s failure If any liability of Successor Owner does arise pursuant to give a Succession Election Notice this Agreement, such liability shall be limited to Successor Owner's interest in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableProperty.

Attornment. Tenant agrees that this Lease shall not be terminable by Tenant by reason of any foreclosure of a Leasehold Mortgage or any other mortgage affecting the Premises, nor by reason of the institution of any suit, action, summary or other proceeding against Landlord or any foreclosure proceeding brought by the holder of any Leasehold Mortgage or other mortgage affecting the Premises to recover possession of the Premises by operation of law or otherwise or by reason of the termination of any Prior Lease and that the same shall not result in the cancellation or termination of this Lease by Tenant or of the obligations of Tenant hereunder. If at any time prior to the expiration of the Term, any Prior Lessor or Leasehold Mortgagee comes into possession of the Premises or a receiver shall be appointed for Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure salePremises, Tenant shallagrees, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection upon demand of any statute such Prior Lessor or rule of law which gives Tenant Leasehold Mortgagee in possession, to attorn, from time to time, to any right to terminate this Lease such Prior Lessor or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in Leasehold Mortgagee or any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to person acquiring the interest of Landlord hereunder as a result of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee)Prior Lease termination or as a result of a foreclosure of a Leasehold Mortgage or the granting of a deed or assignment in lieu of foreclosure, (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification upon the then executory terms and conditions of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment remainder of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgageeTerm. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The provisions of this LeaseSection 17.5 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 a Prior Lease or foreclosure of a Leasehold Mortgage, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Nothing Tenant, however, upon demand of any such successor Landlord, shall execute, from time to time, instruments in confirmation of the preceding sentences forgoing provisions of this Section 15.02 shall prohibit Tenant from exercising its right 17.5 reasonably satisfactory to terminate this Lease pursuant to Section 3.01(c) any such successor Landlord and clause (x) of Section 3.01(e) of this Lease on the conditions set Tenant, acknowledging such attornment and setting forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest terms and conditions of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under its tenancy. Nothing contained in this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend construed to be so bound or fails to timely provide notice to Tenant within impair any right otherwise exercisable by any such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablesuccessor Landlord.

Attornment. If LandlordIn the event of a transfer of Borrower’s interest in the Property is acquired by mortgagee or purchaser at to a foreclosure salePurchaser (as defined below), Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon agrees to attorn to the Purchaser as its landlord under the Lease and to be bound by all of the terms, conditions and covenants as are set forth in this Lease, except provisions of the Lease for the balance of the term thereof; provided that the mortgagee Purchaser shall not be be: (ia) liable in any way to Tenant Liable for any act or omissionomission of any Prior Landlord (as defined below) or subject to any offsets or defenses which Tenant might have against any Prior Landlord; (b) Liable for the return of any rental security deposit, neglect or default on the part bound by any payment of Landlord under this Lease (nothing rents, additional rents or other sums which Tenant may have paid more than one month in this clause (i) being deemed advance to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession)Prior Landlord, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is sums are actually received by such mortgagee), Purchaser; (iiic) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound Bound by any amendment or modification to the Lease made without the prior written consent of this Lease subsequent to such mortgageLender; (d) Liable for obligations under the Lease, or by any previous prepayment the cost of Rent for more than one (1) month, which was not approved in writing by exceed the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s value of its interest in the Property, or for obligations which first accrue after Purchaser has sold or otherwise transferred its interest in the Property; (vie) responsible Obligated to install, construct or pay for the performance of any work tenant or other improvements or alterations to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying on the Premises or Property; bound to restore the Premises or Property after a casualty for a cost in excess of any part insurance proceeds received by Lender with respect to such casualty; or bound to restore the Premises or Property after a taking in condemnation for a cost in excess of the portion of any condemnation award made specifically for that purpose; bound by any restriction on competition beyond the Property; (f) Bound by any notice of termination, cancellation or surrender of the Lease made without the prior written consent of Lender; (g) Bound by any option to purchase, right of first offer to purchase or right of first refusal to purchase with respect to the Property or any portion thereof; (h) Liable for the breach of any representation or warranty made by Prior Landlord in the Lease; or (i) Liable for any indemnity obligation of Prior Landlord contained in the Lease, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds respect to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether Purchaser’s acts or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableomissions.

Attornment. If In the event of (i) a transfer of Landlord’s 's interest in the Property is acquired by mortgagee Premises, (ii) the termination of any ground or purchaser at underlying lease of the Complex, the Building or the Land, or (iii) the purchase of the Complex, the Building or Landlord's interest therein in a foreclosure salesale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the election request of such mortgagee Landlord or purchaserLandlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or successor to Landlord’s interest in the Property and recognize it lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this LeaseLease for the balance then remaining of the Term, and thereafter this Lease shall continue as a direct lease between such lessor, transferee or purchaser, as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord prior to such lease termination or prior to its succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such succession to title, nor be bound by any payment of Base Rent or Additional Rent prior to such lease termination or prior to such succession to title for more than one month in advance. Tenant shall, upon request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the termination ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Article. Tenant hereby waives the protection provisions of any statute present or rule of future law or regulation which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate otherwise adversely affect this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf obligations of Tenant in the manner provided under the Work Letterhereunder, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount upon or as a result of the unadvanced Finish Work Allowance amortized over termination of any such ground or underlying lease or the Term with interest at the rate completion of 8% per annum; or (B) from any such foreclosure and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablesale.

Attornment. If A. This Lease is subject and subordinate to the lien, provisions, operation and effect of the ground lease, the first mortgage, deed of trust, or other security instrument which may now or hereafter encumber the Building or the Land, to all funds and indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, recastings or refinancings thereof. The ground lessor and the holder of any deed of trust to which this Lease is subordinate shall have the right at any time to declare this Lease to be superior to the lien, provisions, operation and effect of such ground lease or deed of trust and Tenant shall execute, acknowledge and deliver all confirming documents required by such holder. In the event of (a) a transfer of Landlord’s interest in the Property is acquired by mortgagee land or purchaser Building, (b) the termination of any ground or underlying lease of the land or Building, or (c) the purchase of the Building or Landlord’s interest therein at a foreclosure salesale or by deed in lieu of foreclosure under any first mortgage or pursuant to a power of sale contained in any first mortgage, Tenant shallthen in any of such events Tenant, at the election request of such mortgagee or purchaserthe Transferee, shall attorn to and recognize the transferee or purchaser of or successor to Landlord’s interest in or the Property and recognize it lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this LeaseLease for the balance of the then remainder of the term, and thereafter this Lease shall continue as a direct lease between such person, as Landlord, and Tenant, and such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord 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 amendment of this Lease made without the consent of the ground lessor or the holder of any deed of trust existing as of the date of such amendment, nor be bound by any payment of fixed monthly rental or additional rental prior to such lease termination or prior to such person’s succession to title for more than one (1) month in advance. Tenant agrees that, within five (5) days after written request therefor, it will, from time to time, execute and deliver any instrument or other document required by any mortgagee, transferee, purchaser or other interested person to confirm such attornment and/or such obligation to attorn. If Tenant fails to execute same within ten (10) days after request therefor, and such failure continues for a period of five (5) days following a second notice thereof from Landlord, Tenant appoints Landlord as Tenant’s attorney-in-fact to execute any such document for Tenant if Tenant fails to execute same within ten (10) days after request therefor. Tenant waives the protection provisions of any statute or rule of law now or hereafter in effect which gives may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or surrender possession of the Premises upon the transfer of LandlordTenant’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee orany such foreclosure proceeding is prosecuted or completed or in the event the Land, other than an entity controlling, controlled by the Building or under common control with Landlord, a purchaser ’s interest therein is sold at a foreclosure sale (or by deed in lieu of foreclosure. B. Notwithstanding the provisions of Section 22.A above, it shall be a “Successor”) succeeds condition to the interest subordination of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render any deed of trust that encumbers the Demised Premises ready for occupancy that Landlord shall have delivered to Tenant a subordination, non-disturbance and attornment agreement, executed and acknowledged by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice holder of such acquisitiondeed of trust, to either (I) terminate this Leaseas lender, or (II) continue this Leasein favor of Tenant, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice commercially reasonable form approved by Tenant, the Successor agrees to which approval shall not be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) unreasonably withheld, conditioned or (Y) of the immediately preceding sentence, as applicabledelayed.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Property Leased Premises, (b) the termination of any ground or underlying lease of the Building or the land on which it is acquired by mortgagee constructed, or purchaser at both, or (c) the purchase of the Building or Landlord's interest therein in a foreclosure salesale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the election of such mortgagee or purchaserLandlord's request, attorn to and recognize the transferee or purchaser of Landlord's interest or successor to Landlord’s interest in the Property and recognize it lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this LeaseLease for the balance then remaining of the Term, and thereafter this Lease shall continue as a direct lease between such 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 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 Basic Rent or Additional Charges prior to such lease termination or prior to such person's succession to title for more than one month in advance. Tenant shall, upon request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the protection provisions of any statute present or rule of future law or regulation which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate otherwise adversely affect this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf obligations of Tenant in the manner provided under the Work Letterhereunder, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount upon or as a result of the unadvanced Finish Work Allowance amortized over termination of any such ground or underlying lease or the Term with interest at the rate completion of 8% per annum; or (B) from any such foreclosure and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablesale.

Attornment. If Landlord’s interest in In the Property is acquired event of the enforcement by mortgagee or purchaser at a foreclosure salethe holder of any Mortgage, Tenant shallwill, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection upon request of any statute person or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee party succeeding to the interest of Landlord hereunder of its continuing obligations said holder, as landlord under this Lease from and after the date a result of such succession)enforcement, automatically become the Tenant of such successor in interest without change in the terms or provisions of this Lease; provided, however, that such successor in interest shall not be (a) bound by any prepayment by Tenant to Landlord of Base Rent or additional rent or advance rent for a period of more than one month in advance, and all such rent shall remain due and owing notwithstanding such advance payment, (iib) responsible for bound by any monies owing by or on security deposit with Landlord which Tenant may have paid to the credit of Tenant (except to the extent any prior Landlord, including Landlord, unless such deposit is actually received by available to the party who was the holder of such mortgagee)Mortgage at the time of such enforcement; (c) liable for any act or omission of any prior Landlord, (iii) including Landlord, or be subject to any counterclaim offsets, defenses or setoff which theretofore accrued to Tenant against Landlord, termination rights of Tenant; (ivd) bound by any amendment or modification of this Lease subsequent made without the written consent of such holder; or (e) personally liable for monetary damages arising from a breach under the Lease after such enforcement, the sole recourse of Tenant against such successor in interest on account of such breach being limited, to the extent of any judgment obtained for monetary damages, to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved successor in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgageeinterest’s interest in the Property. Upon request by such successor in interest, (vi) responsible Tenant shall execute and deliver an instrument or instruments confirming the attornment herein provided for the performance of any work in a form reasonably acceptable to be done by the Landlord under such successor in interest. Notwithstanding anything contained in this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinatecontrary, in whole the event of any default by Landlord in performing its covenants or in part and by instrument in form and substance satisfactory to such mortgagee alone, obligations hereunder which would give Tenant the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work LetterLease, Tenant shall have the right, by not exercise such right unless and until (i) Tenant gives written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisitiondefault, which notice shall specify the exact nature of said default and how the same may be cured, to either (Iany holder(s) terminate this Lease, or (II) continue this Lease, deposit of any such Excess Costs Mortgage who has theretofore notified Tenant in escrow with writing of its interest and the Successor address to which notices are to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Lettersent, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (ii) said holder(s) fail to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or undertake action to cure said default within forty-five (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (6045) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after from the giving of such notice by Tenant, the Successor agrees to be bound by the applicable . The provisions of this Lease. Tenant’s failure to give a Succession Election Notice in Section 20 shall govern the time period(s) required above shall be deemed manner and effective date of any notice to be an election pursuant given by Tenant to the clause (II) or (Y) of the immediately preceding sentence, as applicableany such parties.

Attornment. If Landlord’s interest A. Tenant covenants and agrees that in the event of foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Mortgagee if it is such purchaser or transferee, being herein called “New Owner”), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to LandlordNew Owner as Tenant’s interest in new landlord, and agrees that the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant and Tenant New Owner upon all of the terms, covenants, conditions and covenants as are agreements set forth in the Lease and this LeaseAgreement, except for provisions which are impossible for New Owner to perform; provided, however, that in no event shall the mortgagee shall not be (i) New Owner be: 1. liable in any way to Tenant for any act or act, omission, neglect default, misrepresentation, or default on breach of warranty, of any previous landlord (including Landlord) or obligations accruing prior to New Owner’s actual ownership of the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) Property; 2. bound by any amendment payment of rent, additional rent or modification of this Lease subsequent other payments, made by Tenant to such mortgage, or by any previous prepayment of Rent landlord (including Landlord) for more than one (1) month, which was not approved month in writing advance; 3. bound by the mortgageeany amendment, or bound modification of the Lease hereafter made, or consent, or acquiescence by any previous landlord (including Landlord) under the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render any assignment or sublease hereafter granted, without the Premises ready written consent of Mortgagee; or 4. liable for occupancy by the any deposit that Tenant or the payment of the Finish Work Allowancemay have given to any previous landlord (including Landlord) which has not, or (vii) required as such, been transferred to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all New Owner. B. The provisions of this Lease. Nothing in Agreement regarding attornment by Tenant shall be self-operative and effective without the preceding sentences necessity of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) execution of Section 3.01(e) of this Lease any new lease or other document on the conditions set forth thereinpart of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; providedagrees, however, that to execute and deliver upon the Successor can render request of New Owner, any Succession Election Notice pursuant to clause (A) instrument or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice certificate which in the time period(s) required above shall reasonable judgment of New Owner may be deemed necessary or appropriate to be an election pursuant to the clause (II) or (Y) evidence such attornment, including a new lease of the immediately preceding sentence, Premises on the same terms and conditions as applicablethe Lease for the unexpired term of the Lease.

Attornment. If Landlord’s interest in any proceedings are brought for the foreclosure of the Deed of Trust, or if the Property is acquired sold pursuant to a trustee's sale under the Deed of Trust, or if Lender becomes owner of the Property by mortgagee acceptance of a deed or purchaser at a assignment in lieu of foreclosure saleor otherwise, Tenant shall, at shall attorn to the election of such mortgagee Lender or purchaser, attorn as the case may be, upon any such foreclosure sale or trustee's sale, or acceptance by Lender of a deed or assignment in lieu of foreclosure, and Tenant shall recognize Lender or such purchaser, as the case may be, as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of any further instrument on the part of any of the parties hereto. Tenant agrees, however, to execute and deliver at any time, and from time to time, within five (5) business days after the transferee request of Landlord, any holder(s) of any of the indebtedness or successor to Landlord’s interest other obligations secured by the Deed of Trust, or any such purchaser, all instruments or certificates which, in the Property and recognize it as Landlord under this Leasereasonable judgment of Landlord, such holder(s) or such purchaser, may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. Tenant hereby irrevocably appoints Lender and any other or future holder(s) of the indebtedness or other obligations secured by the Deed of Trust or any such purchaser, jointly and severally, the agent and attorney-in-fact of Tenant to execute and deliver for and on behalf of Tenant any such instrument or certificate if Tenant fails to do so within the allotted time. Such power of attorney shall not terminate on disability of the principal. In the event of any such attornment, Tenant further waives the protection provisions of any statute or rule of law law, now or hereafter in effect, which gives may give or purport to give Tenant any right or election to terminate this or otherwise adversely affect the Lease or surrender possession and the obligation of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect Tenant thereunder as a direct lease between the mortgagee and Tenant upon all result of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim foreclosure proceeding or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicabletrustee's sale.

Attornment. If Landlord’s interest in After any transfer of the Property is acquired by mortgagee or purchaser at pursuant to a foreclosure saleForeclosure Event, the terms of the Lease will be recognized as a new and direct lease from Successor Landlord (as defined below) to Tenant, and Tenant shallhereby attorns to Successor Landlord as its landlord, at such attornment to be effective and self-operative without the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection execution of any statute or rule further instrument immediately upon such Foreclosure Event. Notwithstanding any other provision of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornmentAgreement, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall Successor Landlord will not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment of the following: (a) any act, omission, breach of the Lease, representation or modification warranty of Borrower or any other prior landlord (other than defaults of a continuing nature which Lender has notice of prior to commencing a Foreclosure Event and an opportunity to cure in accordance with this Agreement); (b) any offset or credit Tenant may have against Borrower or any other prior landlord (other than offsets or credits provided for in the Lease subsequent or arising from defaults of a continuing nature which Lender has notice of prior to such mortgage, or by commencing a Foreclosure Event and an opportunity to cure in accordance with this Agreement); (c) any previous prepayment of Rent obligation with respect to any prepaid rent for more greater than one (1) month, which was not unless such payment is required under the Lease; (d) any obligation to return or give credit for any security deposit under the Lease, unless such security deposit has actually been delivered to Successor Landlord; (e) unless previously approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04Lender, (va) liable beyond mortgagee’s interest in any modification or waiver of any provision of the PropertyLease relating to (i) rent or other sums due Borrower or Tenant, (viii) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises term or any part thereof, except if such person claims under options to renew the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (IIiii) continue this LeaseLease termination, deposit such Excess Costs in escrow with sublease or assignment; (b) any other modification of the Successor to be held Lease that materially and disbursed against adversely affects the costs to construct economics of the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount detriment of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annumlandlord; or (Bc) from and after any termination, sublease or assignment of the date that Tenant has made Tenant’s first payment towards the Excess Costs Lease unless permitted under the FW Contract Lease; (f) any payment of rent by Tenant to Borrower in violation of Section 5 below; or (g) any purchase option or right of first refusal with respect to the Property granted under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, Lease or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice held by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest A. Subtenant agrees that, in the Property is acquired event of a termination of the Ground Lease or the exercise by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Ground Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right its rights thereunder to terminate this Lease or surrender take possession of the Premises Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the transfer same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of Landlord’s interest. Upon such attornment, this Lease the obligations of Subtenant pursuant to the Sublease and the Sublease shall continue in full force and effect as not terminate but shall become a direct lease between the mortgagee Ground Landlord and Tenant upon Subtenant, and Ground Landlord shall be bound by and perform all of obligations imposed by the termsSublease, conditions and covenants except as are set forth in this LeaseSection III B hereof. B. Notwithstanding the provisions of Section III A hereof, except that Subtenant agrees that, in the mortgagee event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be (i) be: 1. liable in any way to Tenant for any act or omissionomission of any prior sublandlord (including, neglect without limitation, Tenant), or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve for any mortgagee succeeding fact, circumstance or condition existing prior to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession)Ground Landlord’s succession in interest, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any such security deposit or letter of credit unless the Ground Landlord is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) holding the same; 3. bound by any amendment agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or modification of this Lease subsequent to such mortgageother security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or by any previous prepayment of Rent additional rent which Subtenant may have prepaid for more than one (1) month, which was not approved month in writing addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the mortgagee, or Ground Landlord; 5. bound by any amendments or modifications of the indemnity set forth Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in Section 9.04, connection with Tenant’s exercise of the Extension Option (v) liable beyond mortgagee’s interest as defined in the PropertySublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (vi) responsible for the performance including, without limitation, Tenant); 7. notwithstanding any other provision of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant Agreement or the payment of Sublease, bound by any agreement in the Finish Work Allowance, Sublease or (vii) otherwise required to remove any person occupying initially construct, complete or deliver the Subleased Premises or any part thereofportion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, except if such person claims bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the mortgageeSublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant agrees that or any present other prior sublandlord, or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease any default on the conditions set forth therein. Notwithstanding part of Tenant or any other prior sublandlord under the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish WorkSublease), such Successor shall have thirty (30) days to send written notice to Tenant stating whether any condition or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound any circumstance which occurred or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) existed prior to the date that Tenant has made Tenant’s first payment towards on which Ground Landlord succeeds to the Excess Costs position of sublandlord under the FW Contract Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, Sublease or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableotherwise.

Attornment. If Landlord’s interest In the event of a cancellation or termination of the Lease prior to the expiration date thereof and prior to the expiration date of this Sublease, or in the Property is acquired event of the surrender, whether voluntary, involuntary or by mortgagee operation of law, or purchaser at a foreclosure saleof the Lease, Tenant Subtenant shall, at the election option of such mortgagee or purchaserLandlord, attorn make full and complete attornment to Landlord of the Subleased Premises for the remainder of the Sublease Term, to the transferee of or successor extent the same apply to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises Subleased Premises, upon the transfer same covenants and conditions that are contained in this Sublease in order to establish direct privity of Landlord’s interest. Upon such attornment, this Lease shall continue in full estate and contract between Landlord and Subtenant and with the same force and effect as a direct lease though this Sublease was originally made directly between Landlord and Subtenant; provided, however, that in such event, notwithstanding the mortgagee and Tenant upon all terms of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding Sublease to the interest contrary, Subtenant will be responsible for paying to Landlord Monthly Base Rent and Subtenant’s share of Landlord hereunder of its continuing obligations as landlord under this Lease Operating Expenses for the Security Deposit Refund Months occurring from and after the date of such succession)attornment. Subtenant and Sublandlord acknowledge and agree that upon written notification from Landlord, (ii) responsible for any monies Subtenant shall pay all base rent and additional rent then due and owing by or on deposit with Landlord directly to the credit of Tenant (except to Landlord. To the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with conflict between the terms of this Lease Sublease and (the terms of the Lease, Landlord shall be bound only to the extent set forth in the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount express terms of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure Landlord shall not be liable for any defaults on the part of Sublandlord or any offsets, claims, defenses, abatements or other concession to give a Succession Election Notice in which Subtenant may be entitled against the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableSublandlord under this Sublease.

Attornment. If Landlord’s interest Notwithstanding the provisions of Section 14.1. in the Property is acquired by mortgagee event of the foreclosure of any Mortgage or purchaser at a foreclosure salecancellation or termination of any Master Lease, Tenant shallTenant, at the election request of the then successor to the Landlord following such mortgagee or purchaserevent, shall attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it the successor (herein referred to as the “Successor Landlord”), as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force ; provided that Txxxxx agrees that and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee Successor Landlord shall not be be: (ia) liable in any way to Tenant for any act or act, omission, neglect or default on of any prior Landlord (including, the part of then defaulting Landlord), except that the Successor Landlord under this Lease (nothing in this clause (i) being deemed shall be obligated to relieve cure any mortgagee succeeding continuing default, but only to the extent that such default continues after the date that the Successor Landlord succeeds to the interest of Landlord hereunder under this Lease, or (b) subject to any claim, defense, counterclaim or offsets which Tenant may have against any prior Landlord (including, the then defaulting Landlord), or (c) bound by any payment of its continuing obligations as landlord rent or additional rent which Tenant might have paid for more than one month in advance of the due date under this Lease from and after to any prior Landlord (including, the date of such successionthen defaulting Landlord), or (iid) responsible bound by any obligation to make any payment to Tenant which was required to be made prior to the time the Successor Landlord succeeded to any prior Landlord’s interest, or (e) accountable for any monies owing by or on deposit deposited with any prior Landlord to the credit of Tenant (including security deposits, if any), except to the extent any such deposit is monies are actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against the Successor Landlord, or (ivf) bound by any amendment or modification of this Lease subsequent made without the prior written consent of each ground lessor and lender. Txxxxx agrees to execute and deliver at any time upon request of any Lender or purchaser, and the successors of either, any instrument reasonably requested to further evidence such mortgageattornment. Tenant hereby waives its right, if any, to elect to terminate this Lease or by any previous prepayment to surrender possession of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest Premises in the Property, (vi) responsible for the performance event of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant Mortgage termination or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgageeforeclosure. Tenant also agrees that any present or future mortgagee may Lender may, at its option option, unilaterally elect to subordinate, in whole fully or in part and partially subordinate its Mortgage to this Lease by an instrument in form and substance satisfactory to the Lender which Tenant shall execute within ten (10) days after written request. Any failure or refusal by Tenant to execute such mortgagee aloneinstrument within the time period specified in this Section 14.2 (without additional time, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions despite any other provision of this Lease. Nothing in ) shall constitute a Default hereunder, but shall not affect the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by validity or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes enforceability of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablesubordination.

Attornment. If Landlord’s interest (a) Tenant covenants and agrees that in the event of foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Mortgagee if it is such purchaser or transferee, being herein called “New Owner”), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to LandlordNew Owner as Tenant’s interest in new landlord, and agrees that the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant and Tenant New Owner upon all of the terms, covenants, conditions and covenants as are agreements set forth in the Lease and this LeaseAgreement, except for provisions which are impossible for Mortgagee to perform; provided, however, that in no event shall the mortgagee shall not be New Owner be: (i) liable in any way to Tenant for any act or act, omission, neglect default, misrepresentation, or default on breach of warranty, of any previous landlord (including Landlord) or obligations accruing prior to New Owner’s actual ownership of the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), property; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); (iii) bound by any payment of rent, additional rent or setoff which theretofore accrued other payments, made by Tenant to Tenant against any previous landlord (including Landlord, ) for more than (1) month in advance; (iv) bound by any amendment amendment, or modification of this the Lease subsequent to such mortgagehereafter made, or consent by any previous prepayment landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, Mortgagee; or (v) liable beyond mortgagee’s interest in the Propertyfor any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to New Owner. (vib) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The provisions of this Lease. Nothing in Agreement regarding attornment by Tenant shall be self-operative and effective without the preceding sentences necessity of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) execution of Section 3.01(e) of this Lease any new lease or other document on the conditions set forth therein. Notwithstanding part of any party hereto or the foregoingrespective heirs, in the event that mortgagee orlegal representatives, other than an entity controlling, controlled by successors or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest assigns of Landlord prior to the completion of Building (including Base Building and Finish Work), any such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableparty.

Attornment. If Landlord’s interest After any transfer of the Property pursuant to a Foreclosure Event, the terms of the Lease will be recognized as a new and direct lease from Successor Landlord (as defined below) to Tenant, and Tenant hereby attars to Successor Landlord as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon such Foreclosure Event. Notwithstanding any other provision of this Agreement, Successor Landlord will not be liable for or hound by any of the following: (a) any act, omission, breach of the Lease, representation or warranty of Borrower or any other prior landlord (other than defaults of a continuing nature which Lender has notice of prior to commencing a Foreclosure Event and an opportunity to cure in accordance with this Agreement); (b) any offset or credit Tenant may have against Borrower or any other prior landlord (other than offsets or credits provided for in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession arising from defaults of the Premises upon the transfer a continuing nature which Lender has notice of Landlord’s interest. Upon such attornment, prior to commencing a Foreclosure Event and an opportunity to cure in accordance with this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be Agreement); (ic) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit obligation with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject respect to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent prepaid rent for more greater than one (1) month, which was not unless such payment is required under the Lease; (d) any obligation to return or give credit for any security deposit under the Lease, unless such security deposit has actually been delivered to Successor Landlord; (e) unless previously approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04Lender, (va) liable beyond mortgagee’s interest in any modification or waiver of any provision of the PropertyLease relating to (i) rent or other sums due Borrower or Tenant, (viii) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises term or any part thereof, except if such person claims under options to renew the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (IIiii) continue this LeaseLease termination, deposit such Excess Costs in escrow with sublease or assignment; (b) any other modification of the Successor to be held Lease that materially and disbursed against adversely affects the costs to construct economics of the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount detriment of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annumlandlord; or (Bc) from and after any termination, sublease or assignment of the date that Tenant has made Tenant’s first payment towards the Excess Costs Lease unless permitted under the FW Contract Lease; (f) any payment of rent by Tenant to Borrower in violation of Section 5 below; or (g) any purchase option or right of first refusal with respect to the Property granted under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, Lease or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice held by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in Upon the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection written request of any statute person or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee party succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from Lease, Tenant shall automatically become the tenant of and after attorn to such successor in interest without any change in any of the date terms of such succession), this Lease. No successor in interest shall be (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iva) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment payment of Rent for more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible except payments of security for the performance by Tenant of any work to be done by the Landlord Tenant’s obligations under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work AllowanceLease, or (viib) required subject to remove any person occupying the Premises offset, defense or damages arising out of a default or any part thereofobligations of any preceding Landlord. Neither Landlord’s Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and address of Landlord’s Mortgagee and without the written consent of Landlord’s Mortgagee or such successor in interest, not to be unreasonably withheld or delayed. Any transferee or successor-in-interest shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except if such person claims under for deposits actually paid to the mortgageesuccessor or transferee. Tenant agrees that to give written notice of any present default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, remedies under the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controllingRent abatement as expressly provided herein, controlled by the holder of any Mortgage or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the other successor-in-interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to but not the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisitionobligation, to either (I) terminate this Leasecure the default within the same time, or (II) continue this Leaseif any, deposit such Excess Costs in escrow with given to Landlord to cure the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letterdefault, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within plus an additional thirty (30) days after days. The subordination, attornment and mortgagee protection clauses of this Section 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the giving of such notice by written request therefor and without any compensation or consideration being payable to Tenant, the Successor Tenant agrees to be bound execute, have acknowledged and deliver such instruments substantially in the form of Exhibit H hereto to confirm the same. Tenant shall from time to time, if so requested by the applicable provisions of Landlord and if doing so will not materially and adversely affect Tenant’s economic interests under this Lease. Tenant’s failure , join with Landlord in amending this Lease so as to give meet the needs or requirements of any lender that is considering making or that has made a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) loan secured by all or (Y) any portion of the immediately preceding sentence, as applicableComplex.

Attornment. If Landlord’s interest in Xxxxxx agrees to attorn to and recognize as its landlord under the Lease each party acquiring legal title to the Property is acquired by mortgagee foreclosure (whether judicial or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession nonjudicial) of the Premises upon the transfer Security Instrument, deed-in-lieu of Landlord’s interest. Upon such attornmentforeclosure, this Lease shall continue or other sale in full force and effect as a direct lease between the mortgagee and Tenant upon all connection with enforcement of the terms, Security Instrument or otherwise in satisfaction of the Loan (“Successor Owner”). Provided that the conditions and covenants as are set forth in this LeaseSection 2 above are met at the time Successor Owner becomes owner of the Property, except that Successor Owner shall perform all obligations of the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this the Lease arising from and after the date of such succession)title to the Property is transferred to Successor Owner. In no event, however, will any Successor Owner be: (iia) responsible liable for any monies owing default, act or omission of any prior landlord under the Lease; (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease; (c) bound by any payment of rent or on deposit with additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the credit Lease, or waiver of Lease terms, made without Administrative Agent’s written consent thereto; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant (under the Lease, except to the extent any such deposit is amounts were actually received by such mortgagee), Administrative Agent; (iiif) subject to any counterclaim liable or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment right of first refusal or modification option to purchase all or any portion of the Property; or (g) liable for construction or completion of any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising). Although the foregoing provisions of this Lease subsequent Agreement are self-operative, Xxxxxx agrees to execute and deliver to Administrative Agent or any Successor Owner such mortgagefurther instruments as Administrative Agent or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgageesuch liability shall be limited to Successor Owner’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest (a) Tenant covenants and agrees that in the event of foreclosure of the Deed of Trust, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Lender if it is such purchaser or transferee, being herein called "New Owner"), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to New Owner as Tenant's new landlord, and agrees that the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant and Tenant New Owner upon all of the terms, covenants, conditions and covenants as are agreements set forth in the Lease and this LeaseAgreement, except for provisions which are impossible for New Owner to perform; provided, however, that the mortgagee in no event shall not be New Owner be: (i) liable in for any way act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Tenant for New Owner's actual ownership of the Property or any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed failure to relieve act by any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), party other than New Owner; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any credit, offset, defense, claim or counterclaim or setoff which theretofore accrued Tenant might be entitled to Tenant assert against any previous landlord (including Landlord, ); (iviii) bound by any amendment or modification of this Lease subsequent to such mortgageby, or required to credit Tenant with, any payment of rent, additional rent or other payments made by Tenant to any previous prepayment of Rent landlord (including Landlord) for more than one (1) monthmonth in advance; (iv) bound by any amendment, which was not approved in writing by modification, renewal or extension of the mortgageeLease hereafter made, or bound consent or acquiescence by any previous landlord (including Landlord) under the indemnity set forth in Section 9.04Lease to any assignment or sublease hereafter granted, without the written consent of Lender; (v) liable beyond mortgagee’s interest in the Propertyfor, or required to credit Tenant with, any deposit (including, without limitation, any security deposit) that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to New Owner; (vi) responsible for the performance of bound by any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant amendment, renewal or the payment extension of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees Lease that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance is inconsistent with the terms of this Agreement or is not in writing and signed both by Tenant and Landlord; (vii) bound by any reduction of any rent or additional rent payable under the Lease, unless the reduction is in connection with an extension or renewal of the Lease and at prevailing market terms or was made with Lender's prior consent; (viii) bound by any reduction of the term of the Lease or any termination, cancellation or surrender of the Lease unless the reduction, termination, cancellation or surrender occurred during the last six months of the Term of the Lease or was made with Lender's prior consent; or (ix) bound by any obligation to make improvements to the extent Property, including the Finish Work Allowance is not disbursed by Premises, to make any payment or give any credit or allowance to Tenant provided for in the Successor) reduce the Rent by the amount Lease or pay any leasing commissions arising out of the unadvanced Finish Work Allowance amortized over Lease, except that new Owner will be: (A) bound by any such obligations provided for in the Term with interest at the rate of 8% per annum; or Lender-approved form Lease; (B) from bound by any such obligations if the overall economic terms of the Lease (including the economic terms of any renewal options) represented market terms for similar space in properties comparable to the Property when the Lease was executed; and (C) bound to comply with the casualty and after condemnation restoration provisions included in the date Lease provided (and to the extent) that Tenant has made Tenant’s first payment towards New Owner received the Excess Costs insurance or condemnation proceeds; or (D) liable for obligations under the FW Contract under Lease with respect to any off-site property or facilities for the Work Letter, use of Tenant shall have (such as off-site leased space or parking) unless New Owner acquires in the same foreclosure action the right, by giving a Succession Election Notice title or interest to the Successor within sixty off-site property. (60b) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms The provisions of this Lease Agreement regarding attornment by Tenant shall be self-operative and (to effective without the extent necessity of execution of any new lease or other document on the Finish Work Allowance is not disbursed by part of any party hereto or the Successor reduce the Rent by the amount respective heirs, legal representatives, successors or assigns of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; providedany such party. Tenant agrees, however, that to execute and deliver upon the Successor can render request of New Owner, any Succession Election Notice pursuant to clause (A) instrument or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice certificate which in the time period(s) required above shall reasonable judgment of New Owner may be deemed necessary or appropriate to be an election pursuant to the clause (II) or (Y) evidence such attornment, including a new lease of the immediately preceding sentence, Premises on the same terms and conditions as applicablethe Lease for the unexpired term of the Lease.

Attornment. If LandlordSubject to the provisions of Section 20.1 being complied with to Tenant’s interest in benefit, if, at any time prior to the expiration of the Term, the Mortgagee shall become the owner of the Property is acquired by as a result of foreclosure of its mortgage or conveyance of the Property, or become a mortgagee in possession of the Property or purchaser at a foreclosure salethe Building, Tenant shallagrees, at the election and upon demand of any owner of the Property or the Building, or of the holder of any Superior Mortgage (including a leasehold mortgagee) in possession of the Property or the Building, to attorn from time to time to any such mortgagee owner, holder or purchaserlessee upon the then executory terms and conditions of this Lease, attorn 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 (“Successor”) shall not be bound by (i) any payment of rent or additional rent for more than one month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under the Lease, or (ii) any amendment, modification or termination of this Lease made or entered into after the date of execution of the Superior Mortgage without the consent of the Mortgagee or Successor whose name is disclosed to Tenant (except that any Successor agrees to be bound by and subject to any termination of the Lease after the date hereof as a result of Tenant exercising Tenant’s termination rights under Sections 12.2, 13.1 or 42.1 of the Lease or Section 13 of the Work Letter on the terms and conditions contained therein), or (iii) any offsets which may be asserted by the Tenant against payments of rent as a result of any default by or claims against Landlord hereunder arising prior to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender date such Successor takes possession of the Premises upon (except that any Successor agrees to be bound by and subject to any abatement or offset against rent after the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect date hereof as a direct lease between result of Tenant exercising Tenant’s rights under *Omitted information is the mortgagee subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and Tenant upon all has been filed separately with the Securities and Exchange Commission. Sections 11.6, 12.1, 13.2, 35.1, 36.1, and 37.2 of the terms, conditions Lease and covenants as are set forth in this Lease, except that Section 13 of the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default Work Letter on the part of Landlord under this Lease terms and conditions contained therein), or (nothing in this clause (iiv) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing other than repair and maintenance obligations as landlord under this Lease arising from and after the date of such succession)succession and the obligations contained in the third paragraph of Section 5 of the SNDA, (ii) responsible for any monies owing obligation by Landlord as lessor hereunder to perform any work or on deposit with Landlord to the credit of Tenant (except to the extent grant any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by concession without the mortgagee, ’s express assumption of such obligation to perform work or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if grant such person claims under the mortgageeconcession. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The foregoing provisions of this Lease. Nothing in Section shall inure to the preceding sentences benefit of this Section 15.02 any such owner, holder or lessee, shall prohibit be self operative upon any such demand, and no further instrument shall be required to give effect to said provisions, although Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) shall execute such an instrument upon the request of the Mortgagee, provided the provisions of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control 20.1 are complied with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablebenefit.

Attornment. If Landlord’s interest in Tenant agrees to attorn to and recognize as its landlord under the Lease each party acquiring legal title to the Property is acquired by mortgagee foreclosure (whether judicial or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession nonjudicial) of the Premises upon the transfer Security Instrument, deed-in-lieu of Landlord’s interest. Upon such attornmentforeclosure, this Lease shall continue or other sale in full force and effect as a direct lease between the mortgagee and Tenant upon all connection with enforcement of the terms, Security Instrument or otherwise in satisfaction of the underlying loan (“Successor Owner”). Provided that the conditions and covenants as are set forth in this LeaseSection 2 above are met at the time Successor Owner becomes owners of the Property, except that Successor Owner shall perform all obligations of the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease the Leases arising from and after the date title to the Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) liable for any default, act or omission of such succession)any prior landlord under the Lease, (iiexcept that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and continuing in nature, and such that Successor Owner’s failure to cure would constitute a continuing default under the Lease); (b) responsible for subject to any monies owing offset or defense which Tenant may have against any prior landlord under the Lease; (c) bound by any payment of rent or on deposit with additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the credit Lease, or waiver of Lease terms, made without Lender’s written consent thereto; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant (under the Lease, except to the extent any such deposit is amounts were actually received by such mortgagee), Lender; (iiif) subject to any counterclaim liable or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment right of first refusal or modification option to purchase all or any portion of the Property; or (g) liable for construction or completion of any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising). Although the foregoing provisions of this Lease subsequent Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such mortgagefurther instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgageesuch liability shall be limited to Successor Owner’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If any mortgagee shall succeed to the rights of Landlord under this Lease or to ownership of the Demised Premises, whether through possession or foreclosure or the delivery of a deed to the Demised Premises, then, upon the written request of such mortgagee so succeeding to Landlord’s rights hereunder, Tenant shall attorn to and recognize such mortgagee as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that such mortgagee may reasonably request to evidence such attornment (whether before or after making of the mortgage). In the event of any other transfer of Landlord’s interest in hereunder, upon the Property is acquired by mortgagee or purchaser at a foreclosure salewritten request of the transferee and Landlord, Tenant shall, at the election of such mortgagee or purchaser, shall attorn to and recognize such transferee as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such transferee and Landlord may reasonably request to evidence such attornrnent. Reference is made to Section 20.6 for the transferee of or successor to provisions regarding Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the liability following such transfer of Landlord’s interest. Upon such attornmentIt is further agreed that (a) if any Mortgage shall be foreclosed, this Lease shall continue in full force and effect as a direct lease between (i) the mortgagee and Tenant upon all holder of the termsMortgage, conditions and covenants ground lessor (or their respective grantees) or purchaser at any foreclosure sale (or grantee in a deed in lieu of foreclosure), as are set forth in this Leasethe case may be, except that the mortgagee shall not be (ix) liable in any way to Tenant for any act or omissionomission of any prior landlord (including Landlord), neglect (y) subject to any offsets or default on counterclaims which Tenant may have against a prior landlord (including Landlord), or (z) bound by any prepayment of Basic Rent or Additional Rent which Tenant may have made in excess of the part amounts then due for the next succeeding month, (ii) the liability of the mortgagee or trustee hereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations shall exist only so long as landlord under this Lease from and after the date of such succession)trustee, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, purchaser or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment owner of the Finish Work Allowance, Demised Premises and such liability shall not continue or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien survive after further transfer of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableownership.

Attornment. If Landlord’s In the event of termination, re-entry or dispossession of Sublandlord by Landlord under the Main Lease, Landlord may, at its option, take over all of the right, title and interest in the Property is acquired by mortgagee or purchaser at a foreclosure saleof Sublandlord, Tenant as sublessor, under this Sublease, and Subtenant shall, at the election of such mortgagee or purchaserLandlord's option, attorn to Landlord pursuant to the transferee then executory provisions of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this LeaseSublease, except that the mortgagee Landlord shall not be (i) be liable in any way to Tenant for any act previous act, omission or omission, neglect or default on the part negligence of Landlord Sublandlord under this Lease (nothing in this clause (i) being deemed Sublease, which theretofore accrued to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession)Subtenant against Sublandlord, (ii) responsible be subject to any counterclaim, defense or offset not expressly provided for any monies owing by or on deposit with Landlord in this Sublease which theretofore accrued to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee)Subtenant against Sublandlord, (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) be bound by any amendment or previous modification of this Lease subsequent Sublease not consented to such mortgage, by Landlord or by any previous prepayment of Rent for more than one (1) month, which 's Fixed Rent and Additional Rent unless such prepayment was not approved in writing actually received by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work AllowanceLandlord, or (viiiv) required be bound to remove perform any person occupying the Premises work which Sublandlord is obligated to perform hereunder, or to pay Subtenant or any part thereof, except if such other person claims or entity for the same. Subtenant waives all rights under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect laws or otherwise to subordinateelect, in whole by reason of the termination of the Main Lease, to terminate this Sublease or in part and by instrument in form and substance satisfactory to such mortgagee alone, surrender possession of the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this LeaseSublet Premises. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above Article 12 shall be deemed to be an election affect any liability that Sublandlord may have to Subtenant pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablethis Sublease.

Attornment. (a) If Landlord’s interest in Landlord assigns this Lease or the Property is acquired by mortgagee or purchaser at rents hereunder to a foreclosure salecreditor as security for a debt, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether of such assignment and upon demand by Landlord or the assignee, Tenant shall pay all sums thereafter becoming due Tenant hereunder to such assignee. Tenant shall also, upon receipt of such notice, have all policies of insurance required hereunder endorsed so as to protect the assignee's interest as it may appear and shall deliver such policies, or certificates thereof, to the assignee. (b) If, at any time during the term of this Lease, the Landlord of the leased premises shall be the holder of a leasehold estate covering premises which include the leased premises, and if such leasehold shall terminate or be terminated for any reason, or if, at any time during the term of Lease a mortgage to which this Lease is subordinate shall be foreclosed, Tenant agrees at the election and upon demand of any owner of the premises which include the leased premises, or of any mortgagee in possession thereof, or of any holder of a leasehold thereafter affecting premises which include the leased premises, or of any purchaser at foreclosure, to attorn, from time to time, to any such owner, mortgagee, holder or purchaser upon the terms and conditions set forth herein for the remainder of the term demised in this Lease. Provided however, that Tenant shall not it intends be obligated to attorn unless, if Tenant shall so request in writing, such holder, owner, mortgagee or purchaser shall execute and deliver to Tenant an instrument wherein said holder, owner, mortgagee or purchaser agrees that so long as Tenant performs all the terms, covenants and conditions of this Lease, on Tenant's part to be bound to perform work remaining to be done by performed, Tenant's possession under the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall not be binding on the Successor. In the event the Successor states that it does not intend to be so bound disturbed by such holder, owner, mortgagee or fails to timely provide notice to Tenant within such thirty purchaser. (30c) day period, then (A) prior The foregoing provisions shall inure to the date benefit of any such owner, mortgagee, holder or purchaser and shall apply notwithstanding that Tenant has made this Lease may terminate upon the termination of any such leasehold estate or upon such foreclosure, and shall be self-operative upon any such demand, without requiring any further instrument to give effect to such provisions. Tenant’s first payment towards , however upon demand of any such owner, mortgagee, holder or purchaser, agrees to execute, from time to time an instrument in confirmation of the Excess Costs under the FW Contract under the Work Letterforegoing provisions, satisfactory to any such owner, mortgagee, holder or purchaser, in which Tenant shall have acknowledge such attornment and set forth herein and shall apply for the right, by written notice to remainder of the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate term originally demised in this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in Upon the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection written request of any statute person. or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee party succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from Lease, Tenant shall automatically become the tenant of and after attorn to such successor in interest without any change in any of the date terms of such succession), this Lease. No successor in interest shall be (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iva) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment payment of Rent for more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible except payments of security for the performance by Tenant of any work to be done by the Landlord Tenant's obligations under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (IIb) continue subject to any offset, defense or damages arising out of a default or any obligations of any preceding Landlord. Neither Landlord's Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and address of Landlord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no farther instruments of subordination attornment or mortgagee protection need be required by any Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments as may be requested to confirm the same. Tenant shall from time to time, if so requested by Landlord and if doing so will not materially and adversely affect Tenant's economic interests under this Lease, deposit such Excess Costs join with Landlord in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letteramending, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (so as to meet the extent the Finish Work Allowance needs or requirements of any lender that is not disbursed considering making or that has made a loan secured by the Successor) reduce the Rent by the amount all or any portion of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableComplex.

Attornment. If Landlord’s interest Tenant covenants and agrees that, in the Property is acquired event any ground lessor, lessor of any underlying lease or subsequent purchasor of the Building so requests or in the event of any foreclosure under any mortgage, or any renewal, modification, consolidation, replacement or extension thereof, or in the event of a sale at foreclosure, or in the event of any acceptance of any deed in lieu of foreclosure, which may now or hereafter affect the real property of which the Demised Premises are a part. Tenant shall attorn to any ground lessor, lessor of any underlying lease or subsequent purchaser of the Building or to the party secured by mortgagee such mortgage, or any renewal, modification, consolidation, replacement or extension thereof, and to any purchaser at any foreclosure sale or party taking a foreclosure saledeed in lieu of foreclosure, Tenant shall, and at the election sole option of such mortgagee party, which option may be exercised in said party’s reasonable or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornmentunreasonable discretion, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant herein and Tenant upon all such landlord or its successor. In any case, such landlord or successor under such ground or underlying lease or such secured party or purchaser at foreclosure sale or party taking a deed in lieu of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee foreclosure shall not be (i) liable in bound by any way to Tenant for any act or omission, neglect or default prepayment on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to Tenant of the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by Base Annual Rent or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Additional Rent for more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to so that Base Annual Rent and Additional Rent shall be done by the Landlord payable under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with its terms, from the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount date of the unadvanced Finish Work Allowance amortized over termination or transfer of the Term with ground or underlying lease or the foreclosure under such mortgage, or the data of foreclosure sale or transfer by deed in lieu of foreclosure, as if such prepayment had not been made. Further, such landlord or successor in interest at the rate shall not be liable for damages for any act or omission of 8% per annum; Landlord or (B) from any prior landlord or be subject to any recoupments, offsets, counterclaims or defenses which Tenant may have against Landlord or any prior landlord. Tenant shall, upon request of such landlord or successor landlord, execute and after the date that Tenant has made deliver an instrument or instruments confirming Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableattornment.

Attornment. (a) If Landlord’s interest in all of the Property is acquired by mortgagee or purchaser at a foreclosure saleAttornment Conditions occur and/or are satisfied, Tenant shallthen from and after the date next succeeding the Termination Date, at the election of such mortgagee or purchaser, (x) Subtenant shall attorn to the transferee of or successor and be bound to Landlord’s interest , and Landlord shall be bound to, and accept the attornment of, Subtenant, in the Property and recognize it as Landlord each case, under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession all of the Premises upon then executory terms, covenants and conditions of the transfer Sublease for the balance of Landlord’s interest. Upon such attornmentthe term thereof remaining, this Lease with the same force and effect as if Landlord were the [sublandlord] under the Sublease, and (y) the Sublease shall continue in full force and effect as a direct lease between the mortgagee Subtenant and Tenant Landlord upon all of the then executory terms, covenants and conditions and covenants as are set forth in this Leaseof the Sublease for the balance of the term thereof remaining, except that the mortgagee Landlord shall not be be: (i) liable in any way to Tenant for any previous act or omissionomission of Tenant (or its predecessor in interest) under the Sublease; (ii) subject to any credits, neglect offsets, claims, counterclaims, demands or default on defenses which Subtenant may have against Tenant (or its predecessors in interest); (iii) bound by any previous modification or amendment of the Sublease or by any previous prepayment of more than one (1) month’s rent, additional rent or other charges, unless such modification, amendment or prepayment shall have been expressly approved in writing by Landlord, which approval to a modification or amendment of the Sublease shall not be unreasonably withheld or delayed (A) to the extent Landlord would have been obligated to have been reasonable with respect to the approval of the original Sublease had the modification or amendment in question been a part thereof, and (B) the modification or amendment in question is submitted to Landlord for its approval prior to the effective date thereof; (iv) bound by any covenant to undertake or complete any construction of the Sublet Premises or any portion thereof or to perform any other work that Tenant is obligated to perform or to pay for or reimburse the Subtenant for any costs incurred in connection with any construction or work except to the extent required to be performed by Landlord under this Lease the Lease; (nothing in this clause v) required to account for any security deposit of the Subtenant other than any security deposit actually delivered to Landlord; (ivi) being deemed to relieve liable for the obligations of Tenant under the Sublease for any mortgagee succeeding to the interest period of time other than such period as Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of holds such succession), interest; (iivii) responsible for any monies owing by or on deposit with Landlord Tenant to the credit of Tenant Subtenant; (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (ivviii) bound by any amendment obligation to make any payment to Subtenant or modification of this Lease subsequent grant or be subject to such mortgage, or any credits; (ix) bound by any previous prepayment obligation to provide any service or furnish any utility that Landlord is not obligated to provide or furnish under the Lease to the portion of Rent for more than one the Sublet Premises; or (1x) month, which was not approved in writing by the mortgagee, or bound by any obligation to restore the indemnity Building, the Sublet Premises or any furniture, fixtures, equipment or property therein in the event of a fire, other casualty or condemnation of the Building or the Sublet Premises or any portion thereof, except as expressly set forth in Section 9.04, the Lease. (vb) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to The Sublease shall be done deemed modified by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send ’s written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b)consent thereto. In the event in such notice it states that it intends to be so boundaddition, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date (the “Attornment Effective Date”) that Tenant has made Tenantthe Sublease becomes a direct lease between Landlord and Subtenant, as more particularly set forth in clause (y) of Paragraph 4(a) above, the Sublease shall be deemed modified to incorporate the provisions of Paragraph 4(a) above, and to incorporate the following: (i) If, in Landlord’s first payment towards sole and absolute judgment, (x) any of the Excess Costs under terms, covenants or conditions of the FW Contract under Lease are more favorable to Landlord than a corresponding provision of the Work LetterSublease, Tenant then the term, covenant or condition of the Lease that is more favorable to Landlord shall have be deemed incorporated into the rightSublease and shall supersede the corresponding provision of the Sublease; (y) a provision of the Lease which is favorable to Landlord is omitted from the Sublease, by giving a Succession Election Notice to then such favorable provision shall be deemed incorporated into the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this LeaseSublease, or (Yz) continue this any provision of the Sublease (A) increases Landlord’s obligations or liabilities beyond those which are set forth in the Lease as same relate to the Sublet Premises, (B) decreases Landlord’s rights or remedies below those which are set forth in the Lease as same relate to the Sublet Premises, (C) increases Subtenant’s right or remedies beyond those which are set forth in the Lease for the benefit of Tenant, or (D) decreases Subtenant’s obligations or liabilities below those which are set forth in the Lease for Tenant, then the provision of the Lease that is favorable or more favorable to Landlord shall be deemed incorporated into the Sublease and shall supersede any corresponding or inconsistent provision of the Sublease; (ii) In furtherance of subparagraph (i) above, if at any time or from time to time, from and after the Attornment Effective Date, the rent, additional rent and other charges payable under the Sublease, in the aggregate, shall be less, in the aggregate, than the sum of the Base Rent, Additional Rent and other charges that would have been payable for the corresponding period under the Lease and complete for the Finish Work itself at its expense corresponding portion of the Premises determined on a per rentable square foot basis based on the rentable area of the Sublet Premises as compared to the rentable area of the Premises (as reasonably determined by Landlord) had the Lease not been terminated (such sum being herein referred to as the “Lease Rent”), then, in such event, the rent, additional rent and otherwise other charges payable under the Sublease shall be deemed to be increased, without any further action, to the Lease Rent for the corresponding period under the Lease had the Lease not been terminated, regardless of whether such deficiency is attributable to any [***] expressly provided for in the Sublease; (iii) Subtenant shall pay the Annual Condenser Water Charge, if any, set forth in the Lease, in accordance with with, and subject to, the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount applicable provisions of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annumLease; provided, however, that if the Successor can render any Succession Election Notice Sublet Premises is not the entire Premises, the Annual Condenser Water Charge, if any, shall be prorated based on tonnage of the [***] Represents material which has been redacted and filed separately with the Commission pursuant to clause (A) or (B)a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, aboveas amended. ____________ AC Units, null if any, that service the Sublet Premises. If Landlord and void and of no force and effect ifSubtenant cannot agree on such pro-ration, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above dispute shall be deemed to be an election resolved by arbitration pursuant to the clause (II) or (Y) provisions of Article 34 of the immediately preceding sentenceLease, as applicable.if, for the purposes of said Article 34, Subtenant were the Tenant;

Attornment. If at any time prior to the expiration of the term, any mortgagee comes into possession of the Property, the Lot, the Office Park or the Building, as applicable, or the estate created by receiver or otherwise, Tenant agrees, at the election and upon demand of any owner of the Property, the Lot, the Office Park or the Building, or of the Landlord’s interest , or of any mortgagee in possession of the Property is acquired by Property, the Lot, the Office Park or the Building, to attorn, from time to time, to any such owner, Landlord or mortgagee or any person acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the mortgage or the granting of a deed in lieu of foreclosure, upon the then executory terms and conditions of this Lease, for the remainder of the term, provided that such owner, landlord or mortgagee, or receiver caused to be appointed by any of the foregoing, as the case may be, shall then be entitled to possession of the Premises, as applicable, and provided further that such owner, landlord or mortgagee, as the case may be, or anyone claiming by, through or under such owner, landlord or mortgagee, as the case may be, including a purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) be: 9.2.1. liable in any way to Tenant for any act or omissionomission of any prior landlord (including, neglect without limitation, the then defaulting landlord); or 9.2.2. subject to any defense or default offsets which Tenant may have against any prior landlord (including, without limitation, the then defaulting landlord); or 9.2.3. bound by any payment of Rent that Tenant may have made to any prior landlord (including, without limitation, the then defaulting landlord) more than thirty (30) days in advance of the date upon which such payment was due; or 9.2.4. bound by any obligation to make any payment to or on the part behalf of Landlord under this Lease (nothing in this clause (i) being deemed Tenant; or 9.2.5. bound by any obligation to relieve perform any mortgagee succeeding work or to make improvements to the interest Premises, except for: repairs and maintenance pursuant to applicable provisions of Landlord hereunder of its continuing obligations as landlord under this Lease from Lease, the need for which repairs and maintenance first arises after the date upon which such owner, lessor, or mortgagee shall be entitled to possession of such succession), (ii) responsible for any monies owing by or on deposit with Landlord the Premises; repairs to the credit Premises, as applicable, or any part thereof as a result of Tenant (except damage by fire or other casualty, or taking, pursuant to Section 6.1 hereof, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to such deposit is actually received by such owner, lessor or mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) ; and bound by any amendment or modification of this Lease subsequent made without its consent; or bound to return Tenant’s security deposit, if any, until such deposit has come into its actual possession and Tenant would be entitled to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by security deposit pursuant to the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions terms of this Lease. Nothing in the preceding sentences The provisions of this Section 15.02 9.2 shall prohibit Tenant enure to the benefit of any such owner, lessor or 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 owner, lessor or mortgagee, shall execute, at Tenant’s expense, from exercising its right time to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoingtime, instruments, in the event that mortgagee orrecordable form, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes in confirmation of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such foregoing provisions of this Lease Section 9.2, satisfactory to any such owner, lessor or mortgagee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section 9.2 shall be binding on the Successor. In the event the Successor states that it does not intend construed to be so bound impair any right otherwise exercisable by any such owner, lessor or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablemortgagee.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Property is acquired by mortgagee Building, (b) the termination of any ground or purchaser at underlying lease of the Building or the Land, or both, or (c) the purchase or other acquisition of the Building or Landlord's interest therein in a foreclosure salesale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the election request of such mortgagee Landlord or purchaserLandlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or successor to Landlord’s interest in the Property and recognize it lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this LeaseLease for the balance then remaining of the Term, and thereafter this Lease shall continue as a direct lease between such 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 before such lease termination or before such Person's succession to title, nor be subject to any offset, defense or counterclaim accruing before such lease termination or before such Person's succession to title, nor be bound by any payment of Basic Rent or Additional Charges before such lease termination or before such Person's succession to title for more than one month in advance. Tenant shall, within ten days after request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the protection provisions of any statute present or rule of future law or regulation which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate otherwise adversely affect this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf obligations of Tenant in the manner provided under the Work Letterhereunder, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount upon or as a result of the unadvanced Finish Work Allowance amortized over termination of any such ground or underlying lease or the Term with interest at the rate completion of 8% per annum; or (B) from any such foreclosure and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablesale.

Attornment. If Landlord’s interest in Tenant agrees to attorn to and recognize as its landlord under the Lease each party acquiring legal title to the Property is acquired by mortgagee foreclosure (whether judicial or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession nonjudicial) of the Premises upon the transfer Security Instrument, deed-in-lieu of Landlord’s interest. Upon such attornmentforeclosure, this Lease shall continue or other sale in full force and effect as a direct lease between the mortgagee and Tenant upon all connection with enforcement of the terms, Security Instrument or otherwise in satisfaction of the Loan (“Successor Owner”). Provided that the conditions and covenants as are set forth in this LeaseSection 2 above are met at the time Successor Owner becomes owner of the Property, except that Successor Owner shall perform all obligations of the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this the Lease arising from and after the date of such succession)title to the Property is transferred to Successor Owner. In no event, however, will any Successor Owner be: (iia) responsible liable for any monies owing default, act or omission of any prior landlord under the Lease; (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease; (c) bound by any payment of rent or on deposit with additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the credit Lease, or waiver of Lease terms, made without Lender’s written consent thereto; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant (under the Lease, except to the extent any such deposit is amounts were actually received by such mortgagee), Lender; (iiif) subject to any counterclaim liable or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment right of first refusal or modification option to purchase all or any portion of the Property; or (g) liable for construction or completion of any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising). Although the foregoing provisions of this Lease subsequent Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such mortgagefurther instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgageesuch liability shall be limited to Successor Owner’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest (a) Tenant covenants and agrees that in the event of foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Mortgagee if it is such purchaser or transferee, being herein called "New Owner"), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to Landlord’s interest in New Owner as Tenant's new landlord, and agrees that the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant and Tenant New Owner upon all of the terms, covenants, conditions and covenants as are agreements set forth in the Lease and this LeaseAgreement, except for provisions which are impossible for New Owner to perform; provided, however, that in no event shall the mortgagee shall not be New Owner be: (i) liable in any way to Tenant for any act or act, omission, neglect default, misrepresentation, or default on breach of warranty, of any previous landlord (including Landlord) or obligations accruing prior to New Owner's actual ownership of the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), Property; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any offset, defense, claim or counterclaim or setoff which theretofore accrued Tenant might be entitled to Tenant assert against any previous landlord (including Landlord, ); (iviii) bound by any amendment payment of rent, additional rent or modification of this Lease subsequent other payments, made by Tenant to such mortgage, or by any previous prepayment of Rent landlord (including Landlord) for more than one (1) month, which was not approved month in writing advance; (iv) bound by the mortgageeany amendment, or bound modification of the Lease hereafter made, or consent, or acquiescence by any previous landlord (including Landlord) under the indemnity set forth in Section 9.04Lease to any assignment or sublease hereafter granted, without the written consent of Mortgagee; or (v) liable beyond mortgagee’s interest in the Propertyfor any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to New Owner. (vib) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The provisions of this LeaseAgreement regarding attornment by Tenant shall be self-operative and effective without the necessity of execution of any new lease or other document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Nothing Tenant agrees, however, to execute and deliver upon the request of New Owner, any instrument or certificate which in the preceding sentences reasonable judgment of this Section 15.02 shall prohibit Tenant from exercising its right New Owner may be necessary or appropriate to terminate this Lease pursuant to Section 3.01(c) and clause (x) evidence such attornment, including a new lease of Section 3.01(e) of this Lease the Premises on the same terms and conditions set forth therein. Notwithstanding as the foregoing, in Lease for the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes unexpired term of the immediately preceding sentenceLease. (c) Upon foreclosure of the Mortgage or transfer in lieu of foreclosure, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work modified as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.follows: ____________________________________

Attornment. If Landlord’s interest Each Future Lease and New Lease entered into from and after the date hereof shall provide that in the Property is acquired event of the enforcement by mortgagee Lender of any remedy under this Agreement or purchaser at a foreclosure salethe Security Instrument, the Tenant under such Lease shall, at the election option of such mortgagee Lender or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee other Person succeeding to the interest of Landlord hereunder Lender as a result of its continuing obligations such enforcement, attorn to Lender or to such Person and shall recognize Lender or such successor in the interest as landlord lessor under this such Lease from and after without change in the provisions thereof; provided, however, Lender or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such succession)installment, (ii) responsible for any monies owing act or omission of or default by Borrower under any such Lease (but the Lender, or on deposit with Landlord such successor, shall be subject to the credit continuing obligations of Tenant (except the landlord to the extent any arising from and after such deposit is actually received by succession to the extent of Lender's, or such mortgageesuccessor's, interest in the Property), (iii) subject to any counterclaim credits, claims, setoffs or setoff defenses which theretofore accrued to any Tenant may have against Landlord, Borrower or (iv) bound by any amendment or modification of this obligation under such Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in maintain a fitness facility at the Property. Each such Tenant, (vi) responsible for upon the performance of any work to be done reasonable request by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant Lender or the payment of the Finish Work Allowancesuch successor in interest, shall execute and deliver an instrument or (vii) required to remove any person occupying the Premises or any part thereof, except if instruments confirming such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth thereinattornment. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor Lender shall have thirty (30) days entered into a separate Non-Disturbance Agreement directly with any such Tenant governing such Tenant's obligation to send written notice attorn to Tenant stating whether Lender or not it intends to be bound to perform work remaining to be done by such successor in interest as lessor, the Landlord under this Lease to render terms and provisions of such agreement shall supersede the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableSection 8.8.8.

Attornment. If Landlord’s interest in 11.1 The Lessor hereby agrees that the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election term and validity of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee Deed shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound affected by any amendment change of ownership/entitlement of the Lessor or modification of this Lease subsequent to such mortgage, the said Building or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by said Premises. 11.2 The Lessor shall intimate the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest Lessee herein in the Propertyevent, the Lessor deals with or assigns or transfer the right in the said Land (vi) responsible for which will be with the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment prior written approval of the Finish Work Allowance, or (viiGIFT SEZ) required to remove any person occupying the Premises or any part thereofthereof by executing definitive agreements with the Transferees/Co-developer/venture/assignee/successor or its interest therein during the continuance of Term, except if such person claims under and the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect Lease to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien favour of any third party (including any of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoingsubsidiary, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(baffiliated company). In the event in The Lessor shall inform such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms transferee of this Lease and (ensure that the rights of the Lessee hereunder and under this Lease Deed and/or other incidental agreements / documents are not in any manner prejudiced, jeopardized or adversely affected and said Land or any part thereof by executing definitive agreements with the Transferee /venture or its interest therein during the continuance of the Lease shall be subject to the extent rights of the Finish Work Allowance is not disbursed Lessee under this Lease Deed and the terms and conditions as stated herein shall be binding upon the Transferee/venture/assignors and/or the successors in title of the Lessor. The cost of stamp duty and registration charges in respect of such transfers between the Lessor and the third party shall be borne and paid by the Successor) reduce Lessor or the Rent intended transferee. It is clarified that any stamp duty implication on additional or subsequent documentation required to be executed in favour of Lessee herein as may be required by the amount Lessee shall be solely borne by the Lessor and / or such third party/Transferee/venture/assignors and/or the successors in title of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableLessor herein.

Attornment. If Landlord’s interest in Notwithstanding the Property is acquired by generality of the foregoing provisions of Section 18.1, any mortgagee or purchaser lessor of Landlord shall have the right at a any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure saleof any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, at the election upon request of such mortgagee or purchaser, attorn to the transferee of any person or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale (each a “Successor Landlord”), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of such Successor Landlord, without change in the terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease) and the Successor Landlord hereunder shall assume all obligations of its continuing obligations as landlord “Landlord” under this Lease from and after Lease. Notwithstanding the date of such succession)foregoing, in no event shall the Successor Landlord be (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (ivi) bound by any amendment payment made by Tenant of Rent or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Additional Rent for more than one (1) monthmonth in advance, which was not approved in writing (ii) bound by any termination, modification, amendment or surrender of the mortgageeLease done without the Successor Landlord’s consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or bound by (iv) personally or corporately liable, in any event, beyond the indemnity limitations on landlord liability set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions 25.5 of this Lease. Nothing This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee’s sale conveyance in the preceding sentences lieu thereof or termination of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth thereinany underlying lease. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the rightupon demand at any time, by written notice before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of Landlord any reasonable written instruments and certificates evidencing such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit attornment as such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annumLandlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that the Successor can render any Succession Election Notice pursuant to clause (A) or (B)Landlord provide in such agreement that upon such attornment, aboveas long as Tenant is not in default hereunder, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) possession of the immediately preceding sentence, as applicablePremises under this Lease shall not be disturbed.

Attornment. If Landlord’s interest Secured Party (or its nominee or designee) shall succeed to the rights of Landlord under the Lease through possession or foreclosure action, deed in lieu of foreclosure or otherwise, or another person purchases the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of portion thereof containing the Premises upon or following foreclosure of the transfer Mortgage or in connection with any bankruptcy case commenced by or against Landlord (the date upon which such succession occurs, the “Succession Date”), then at the request of Secured Party (or its nominee or designee) or such purchaser (Secured Party, its nominees and designees, and such purchaser, and their respective successors and assigns, each being a “Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s interestlandlord under the Lease and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this the Lease shall continue in full force and effect as, or as if it were, a direct lease between the mortgagee Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Leasethe Lease except as otherwise provided below. If the Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu thereof, except that upon request of Successor Landlord, Tenant shall promptly execute and deliver a direct lease with Successor Landlord which direct lease shall be on substantially the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on same terms and conditions as the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding subject, however, to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences following clauses (a)-(f) of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c3) and clause (x) shall be effective as of Section 3.01(e) of this the day the Lease on the conditions set forth thereinshall have terminated as aforesaid. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes continuation of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf attornment of Tenant in thereunder or the manner provided under the Work Letterexecution of a direct lease between Successor Landlord and Tenant as aforesaid, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.Landlord shall:

Attornment. If Landlord’s interest in 49.1 Tenant agrees that it will attorn to and recognize the Property is acquired by mortgagee Superior Mortgagee or (i) any purchaser at a foreclosure sale, Tenant shall, at sale under the election Superior Mortgage; (ii) any transferee who acquires possession or title to the Leased Premises by deed in lieu of foreclosure or by any other means; and (iii) the successors and assigns of such mortgagee purchasers and/or transferees, as its Landlord for the unexpired balance (and any extensions, if exercised) of the Term of the Lease upon the same terms and conditions set forth in the Lease. Such attornment shall automatically become effective, without the need for execution of any further instrument by Landlord and/or Tenant; provided, however, that Tenant will, upon request by the Superior Mortgagee, or purchaserany subsequent owner, execute a written agreement whereunder Tenant will attorn to the transferee Superior Mortgagee or any subsequent owner, affirm Tenant's obligations under the Lease, and agree to pay all rentals and charges then due or to become due as they become due to the Superior Mortgagees or such subsequent owner. 49.2 In the event that the Superior Mortgagee shall succeed to the interest of or successor to Landlord’s interest in the Property and recognize it as Landlord under this the Lease. , and/or to title to the Leased Premises, Tenant waives hereby agrees that the protection of Superior Mortgagee (or any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of other party acquiring the Leased Premises upon a foreclosure sale or from the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee Superior Mortgagee) shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part omission of Landlord under this Lease any prior landlord (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such successionincluding Landlord), ; (ii) responsible liable for the return of any monies owing by or on security deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), not paid over to the Superior Mortgagee; (iii) subject to any counterclaim offsets or setoff defenses which theretofore accrued to Tenant might have against any prior landlord (including Landlord, ); (iv) bound by any Base Rent or Additional Rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord) to the extent not paid over to the Superior Mortgagee; or (v) bound by any amendment or modification of this the Lease subsequent made after the date of the Superior Mortgage unless Tenant has obtained the prior express written consent of the Superior Mortgagee to such mortgage, amendment or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, modification. 49.3 Tenant shall have the right, by written notice no right to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs appear in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided any foreclosure action under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (Superior Mortgage unless Tenant is named as a party to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableforeclosure action.

Attornment. If Subject to Section 25.5, if any Underlying Lessor or Mortgagee, any designee of any Underlying Lessor or Mortgagee, or any other person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure salerights (herein called “Successor Landlord”), Tenant shall, at upon the election demand of such mortgagee or purchaserSuccessor Landlord, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it such Successor Landlord as Tenant’s landlord under this Lease and, in such event, the Successor Landlord shall recognize Tenant and Tenant’s leasehold estate under this Lease. While such attornment shall be self-operative and shall occur automatically upon such demand, Tenant waives the protection of shall promptly execute and deliver any statute or rule of law which gives Tenant any right instrument that such Successor Landlord may reasonably request to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interestevidence such attornment. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between the mortgagee Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that a Successor Landlord which is not an Affiliated Party of the mortgagee then Landlord shall not be be: (ia) liable in any way to Tenant for any previous act or omission, neglect or default on the part omission of Landlord (or its predecessors in interest) except to the extent that such act or omission shall constitute a continuing default under this Lease Lease; (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (iib) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant Tenant; (except to the extent any such deposit is actually received by such mortgagee), (iiic) subject to any counterclaim credits, offsets, claims, counterclaims, demands or setoff defenses which theretofore accrued to Tenant may have against Landlord, Landlord (ivor its predecessors in interest); (d) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment payments of Rent which Tenant might have made for more than one (1) month, month in advance to Landlord (or its predecessors in interest) except to the to which was not approved in writing by Successor Landlord shall have received the mortgagee, or same; (e) bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance any agreement to undertake or complete any construction of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part portion thereof; (f) required to account for any security deposit other than any security deposit actually delivered to the Successor Landlord; and (g) bound by any modification of this Lease made after the date Tenant has actual notice of the existence of such Successor Landlord’s Mortgage or Underlying Lease, except if which is made without the written consent of such person claims under Successor Landlord. Notwithstanding the mortgagee. Tenant agrees that any present or future mortgagee foregoing provisions, a Successor Landlord may at its option unilaterally elect to subordinate, in whole subordinate such Mortgage or in part and by instrument in form and substance satisfactory Underlying Lease to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaserpurchaser (except as may be required pursuant to any applicable subordination, non-disturbance and attornment agreement then in effect), attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not (except as may be required pursuant to any applicable subordination, non-disturbance and attornment agreement then in effect) be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity representations set forth in Section 9.049.4, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work TI Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Notwithstanding the foregoing, for any subordination, non-disturbance and attornment agreement delivered prior to completion of Landlord’s construction-related obligations for the Building under Exhibit B, any such agreement shall include provisions, substantially in the form set forth in Section 4.4(a) of Exhibit H, that recognize Tenant’s rent abatement remedies, term commencement delay remedies, off-set rights, and termination rights under Paragraphs 11.2(c), 12.2, and 12.3 of Exhibit B. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in the Property is acquired by mortgagee any ground lessor, beneficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it such transferee or successor as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives shall give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon From and after any such attornment, this Lease mortgagee or any such transferee shall continue in full force and effect as a direct lease between not be: (a) liable for any act or omission of any prior landlord (including Landlord); or (b) liable for or incur any obligation with respect to the mortgagee and Tenant upon all construction of the terms, conditions and covenants Property or any improvements of the Property except as are set forth in this Lease, except that the mortgagee shall not be lease; or (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iiic) subject to any counterclaim offsets or setoff defenses which theretofore accrued Tenant might have against any prior landlord (including Landlord); or (d) bound by any rent or additional rent which Tenant might have paid more than one month in advance to Tenant against any prior landlord (including Landlord, ); or (ive) bound by any amendment or modification of this Lease subsequent to such mortgagethe Lease, or by any previous prepayment of Rent for more than one (1) monthconsent to any assignment or sublease, which was not approved in writing by made without the mortgagee, ’s prior written consent if such consent is required under the applicable loan documents; or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vif) responsible for the performance return of any work to be done security deposit not actually received by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (Bg) from and after the date that Tenant has liable for any obligation with respect to any breach of warranties or representations made Tenant’s first payment towards the Excess Costs by any prior landlord (including Landlord), or its agents or representatives, of any nature under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, lease or otherwise; or (Yh) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableliable for consequential damages.

Attornment. If Landlord’s interest In the event that, by reason of the foreclosure of the mortgage for any reason or due to any exercise of a power of sale or as a result of the taking of a deed in the Property is acquired by lieu of foreclosure, mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election any successor or assignee of such mortgagee or purchaser, attorn succeeds to the transferee interest of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease, then upon receipt of notice from the mortgagee or such successor or assignee that it has succeeded to the rights of the Landlord under this Lease, Tenant hereby agrees to recognize mortgagee or such successor or assignee as Tenant's landlord under this Lease and hereby agrees to attorn to mortgagee or such successor or assignee. Tenant waives Said attornment is to be effective and self-operative without the protection execution of any statute other instrument immediately upon mortgagee or rule any successor or assignee of law which gives Tenant any right mortgagee succeeding to terminate this Lease or surrender possession the rights of the Premises upon Landlord under the transfer of Landlord’s interest. Upon such attornmentLease, and this Lease shall continue in full force accordance with its terms between Tenant and effect mortgagee or any successor assignee of mortgagee, as a direct lease between the Landlord; provided, however, that mortgagee and Tenant upon all or any successor or assignee of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not not: (a) be bound by any prepayment of rent more than 60 days in advance; (ib) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) be bound by any amendment or modification of this Lease subsequent to such mortgage, made after the succession or by any previous prepayment assignment without the consent of Rent for more than one mortgagee or its successor or assignee; (1c) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) be personally liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant Lease, and mortgagee's or the payment of the Finish Work Allowance, its successor's or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims assignee's liability under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 Lease shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds be limited to the interest of Landlord mortgagee or its successor or assignee in the Leased Premises; (d) be liable, except by way of set-off, for any act, omission, neglect, or default of any prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord landlord under this Lease including, without limitation, the Landlord; and (e) be subject to render any claims, credits, offsets, or defenses which Tenant might have against any prior landlord under this Lease including, without limitation, the Premises ready for occupancy by the Landlord. Tenant and agrees to advance execute and deliver within ten (10) days of Landlord's request or such successor's request an attornment agreement certifying as to the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning matters set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableparagraph.

Attornment. If Landlord’s interest a) Tenant covenants and agrees that in the event of foreclosure of the Deed of Trust, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Lender if it is such purchaser or transferee, being herein called “New Owner”), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to LandlordNew Owner as, Tenant’s interest in new landlord, and agrees that the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant and Tenant New Owner upon all of the terms, covenants, conditions and covenants as are agreements set forth in the Lease and this LeaseAgreement, except for provisions which are impossible for New Owner to perform; provided, however, that in no event shall the mortgagee shall not be (New Owner be: i) liable in any way to Tenant for any act or act, omission, neglect default, misrepresentation, or default on breach of warranty, of any previous landlord (including Landlord) or obligations accruing prior to New Owner’s actual ownership of the part Property (but this provision shall not limit any liability New Owner may have under the Lease for events, circumstances or conditions accruing during New Owner’s ownership of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such successionProperty), (; ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord) unless Lender has received notice of Landlord’s default giving rise to such offset, defense, claim or setoff which theretofore accrued to Tenant against Landlord, (ivcounterclaim as required hereunder and such default is not cured within any applicable grace period or cure period; iii) bound by any amendment payment of rent, additional rent or modification of this Lease subsequent other payments, made by Tenant to such mortgage, or by any previous prepayment of Rent landlord (including Landlord) for more than one (1) month, which was not approved month in writing advance; iv) bound by the mortgageeany amendment, or bound modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the indemnity set forth in Lease to any assignment or sublease hereafter granted, without the written consent of Lender (but this provision is not intended to require Lender’s consent to any assignment or sublease to a “Permitted Transferee” under Section 9.04, (15.1 of the Lease which does not require the consent of Landlord); or v) liable beyond mortgagee’s interest in the Property, for any deposit that Tenant may have given to any previous landlord (viincluding Landlord) responsible for the performance of any work which has not been transferred to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (viiNew Owner. b) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The provisions of this Lease. Nothing in Agreement regarding attornment by Tenant shall be self-operative and effective without the preceding sentences necessity of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) execution of Section 3.01(e) of this Lease any new lease or other document on the conditions set forth thereinpart of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; providedagrees, however, that to execute and deliver upon the Successor can render request of New Owner, any Succession Election Notice pursuant to clause (A) instrument or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice certificate which in the time period(s) required above shall reasonable judgment of New Owner may be deemed necessary or appropriate to be an election pursuant to the clause (II) or (Y) evidence such attornment, including a new lease of the immediately preceding sentence, Premises on the same terms and conditions as applicablethe Lease for the unexpired term of the Lease.

Attornment. If Landlordthe Lease or Sublandlord’s interest in right to possession thereunder terminates for any reason prior to expiration of the Property is acquired by mortgagee or purchaser at a foreclosure saleSublease, Tenant shallSubtenant agrees, at the written election of such mortgagee or purchaserLandlord, to attorn to Landlord upon the transferee then executory terms and conditions of or successor to Landlord’s interest in the Property and recognize it as Landlord under this LeaseSublease for the remainder of the term of the Sublease. Tenant waives In the protection event of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of such election by Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall Landlord will not be (ia) liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or any way security deposit paid by Subtenant to Tenant Sublandlord, unless same has been transferred to Landlord by Sublandlord; (b) liable for any act or omissionomission of Sublandlord under the Lease, neglect Sublease or any other agreement between Sublandlord and Subtenant or for any default on the part of Landlord Sublandlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding such documents which occurred prior to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the effective date of such succession), the attornment; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iiic) subject to any counterclaim defenses or setoff offsets that Subtenant may have against Sublandlord which theretofore accrued arose prior to Tenant against Landlord, the effective date of the attornment; (ivd) bound by any amendment changes or modification modifications made to the Sublease without the written consent of this Lease subsequent Landlord, (e) obligated in any manner with respect to such mortgagethe transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the Sublease, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (vf) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowanceany improvement allowance, or (vii) required any other payment, credit, offset or amount due from Sublandlord to remove any person occupying the Premises or any part thereof, except if such person claims Subtenant under the mortgageeSublease. Tenant agrees that any present or future mortgagee may at its option unilaterally If Landlord does not elect to subordinate, in whole or in part and by instrument in form and substance satisfactory have Subtenant attorn to such mortgagee aloneLandlord as described above, the lien Sublease and all rights of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing Subtenant in the preceding sentences Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, 9 supersede any contrary provisions in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableSublease.

Attornment. If Landlord’s interest (a) Tenant covenants and agrees that in the event of foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Mortgagee if it is such purchaser or transferee, and their successors and assigns being herein called “Purchaser”), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to Purchaser as Tenant’s new landlord, and agrees that the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full Ml force and effect as a direct lease between the mortgagee Tenant and Tenant Purchaser upon all of the terms, covenants, conditions and covenants as are agreements set forth in this the Lease; provided, except however, that in no event shall the mortgagee shall not be Purchaser be: (ia) liable in any way to Tenant for any act or omission, neglect or default on the part omission of Landlord under this Lease any previous landlord (nothing in this clause including Landlord); (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iiib) subject to any offset, defense or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); (c) bound by any payment of rent or setoff which theretofore accrued additional rent made by Tenant to Tenant against any previous landlord (including Landlord) for more than one (1) month in advance or, (ivd) bound by any amendment or modification of this the Lease subsequent to such mortgage, or by any previous prepayment hereafter made without the written consent of Rent for more than one Mortgagee. (1b) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The provisions of this LeaseAgreement regarding attornment by Tenant shall be self-operative and effective without the necessity of execution of any new lease or other document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Nothing in Tenant agrees, however, to execute and deliver at any time and from time to time, upon the preceding sentences request of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (xLandlord or of any holders) of Section 3.01(e) any of this Lease on the conditions set forth therein. Notwithstanding indebtedness or other obligations secured by the foregoingMortgage any instrument or certificate which, in the event that mortgagee orreasonable judgment of Landlord or of such holders), other than an entity controllingmay be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment, controlled by or under common control with Landlordincluding, if requested, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest new lease of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready on the same terms and conditions as the Lease for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes then unexpired term of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in Upon the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection written request of any statute person or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee party succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from Lease, Tenant shall automatically become the tenant of and after attorn to such successor in interest without any change in any of the date terms of such succession), this Lease. No successor in interest shall be (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iva) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment payment of Rent for more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible except payments of security for the performance by Tenant of any work to be done by the Landlord Tenant's obligations under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work AllowanceLease, or (viib) required subject to remove any person occupying the Premises offset, defense or damages arising out of a default or any part thereofobligations of any preceding Landlord. Neither Landlord's Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and address of Landlord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest, not to be unreasonably withheld or delayed. Any transferee or successor- in-interest shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except if such person claims under for deposits actually paid to the mortgageesuccessor or transferee. Tenant agrees that to give written notice of any present default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, remedies under the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controllingRent abatement as expressly provided herein, controlled by the holder of any Mortgage or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the other successor-in-interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to but not the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisitionobligation, to either (I) terminate this Leasecure the default within the same time, or (II) continue this Leaseif any, deposit such Excess Costs in escrow with given to Landlord to cure the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letterdefault, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within plus an additional thirty (30) days after days. The subordination, attornment and mortgagee protection clauses of this Section 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the giving of such notice by written request therefor and without any compensation or consideration being payable to Tenant, the Successor Tenant agrees to be bound execute, have acknowledged and deliver such instruments substantially in the form of Exhibit H hereto to confirm the same. Tenant shall from time to time, if so requested by the applicable provisions of Landlord and if doing so will not materially and adversely affect Tenant's economic interests under this Lease. Tenant’s failure , join with Landlord in amending this Lease so as to give meet the reasonable needs or requirements of any lender that is considering making or that has made a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) loan secured by all or (Y) any portion of the immediately preceding sentence, as applicableComplex.

Attornment. (a) If Landlord’s interest in Landlord assigns this Lease or the Property is acquired by mortgagee or purchaser at rents hereunder to a foreclosure salecreditor as security for a debt, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether of such assignment and upon demand by Landlord or the assignee, Tenant shall pay all sums thereafter becoming due Tenant hereunder to such assignee. Tenant shall also, upon receipt of such notice, have all policies of insurance required hereunder endorsed so as to protect the assignee’s interest as it may appear and shall deliver such policies, or certificates thereof, to the assignee. (b) If, at any time during the term of this Lease, the Landlord of the leased premises shall be the holder of a leasehold estate covering premises which include the leased premises, and if such leasehold shall terminate or be terminated for any reason, or if, at any time during the term of Lease a mortgage to which this Lease is subordinate shall be foreclosed, Tenant agrees at the election and upon demand of any owner of the premises which include the leased premises, or of any mortgagee in possession thereof, or of any holder of a leasehold thereafter affecting premises which include the leased premises, or of any purchaser at foreclosure, to attorn, from time to time, to any such owner, mortgagee, holder or purchaser upon the terms and conditions set forth herein for the remainder of the term demised in this Lease. Provided however, that Tenant shall not it intends be obligated to attorn unless, if Tenant shall so request in writing, such holder, owner, mortgagee or purchaser shall execute and deliver to Tenant an instrument wherein said holder, owner, mortgagee or purchaser agrees that so long as Tenant performs all the terms, covenants and conditions of this Lease, on Tenant’s part to be bound to perform work remaining to be done by performed, Tenant’s possession under the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall not be binding on the Successor. In the event the Successor states that it does not intend to be so bound disturbed by such holder, owner, mortgagee or fails to timely provide notice to Tenant within such thirty purchaser. (30c) day period, then (A) prior The foregoing provisions shall inure to the date benefit of any such owner, mortgagee, holder or purchaser and shall apply notwithstanding that Tenant has made this Lease may terminate upon the termination of any such leasehold estate or upon such foreclosure, and shall be self-operative upon any such demand, without requiring any further instrument to give effect to such provisions. Tenant’s first payment towards , however upon demand of any such owner, mortgagee, holder or purchaser, agrees to execute, from time to time an instrument in confirmation of the Excess Costs under the FW Contract under the Work Letterforegoing provisions, satisfactory to any such owner, mortgagee, holder or purchaser, in which Tenant shall have acknowledge such attornment and set forth herein and shall apply for the right, by written notice to remainder of the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate term originally demised in this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest Tenant and Ground Lessor hereby agree that, in the Property is acquired event by mortgagee or purchaser at a foreclosure sale, Tenant shall, at reason of default on the election part of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Master Lease or by reason of the termination or surrender possession of the Master Lease, Ground Lessor shall enter into and become possessed of the Premises upon or shall otherwise succeed to Landlord's interest under the transfer Lease (the date of Landlord’s interest. Upon such attornmentevent shall be deemed the "Attornment Date"), this then, so long as the Nondisturb Conditions shall then be satisfied, the Lease shall continue in full force and effect as a direct lease between the mortgagee Ground Lessor and Tenant upon all of the terms, covenants, conditions and covenants agreements as are set forth in this the Lease, except and Tenant agrees to be bound thereby and to attorn to Ground Lessor and recognize Ground Lessor as its landlord and Ground Lessor agrees to be bound thereby and recognize Tenant as its tenant thereunder provided, however, that the mortgagee Ground Lessor shall not not: (a) be (i) liable in any way to Tenant for any act or omissionomission or negligence of any prior landlord under the Lease (including Landlord) except that nothing herein shall be construed to relieve Ground Lessor of liability in respect of any defaults under the Lease after the Adornment Date, neglect or default but then only as if the same first occurred on the part Attornment Date or of Landlord under this Lease (nothing liability in this clause (i) being deemed to relieve any mortgagee succeeding respect of the negligence or willful misconduct of Ground Lessor occurring prior to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), Attornment Date; (iib) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) be subject to any counterclaim counterclaim, offset or setoff defense which theretofore accrued to the Tenant against Landlord, any prior Landlord under the Lease; (ivc) be bound by any amendment amendment, modification, cancellation or modification surrender of this the Lease subsequent not entered into or permitted pursuant to such mortgagethe specific terms of the Lease and entered into without the prior written consent of Landlord, or but only if the same is prohibited by the terms of the Lease; (d) be bound by any previous prepayment payment of Base Rent or Additional Rent for more than one (11)month in advance; (e) month, which was not approved in writing be liable for any security deposit given by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held unless and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent actually received by Ground Lessor. Upon the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount request of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; either Tenant or (B) from Ground Lessor, Ground Lessor or Tenant, respectively, shall promptly execute and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice deliver to the Successor within sixty (60) days following notice of other an agreement or other instrument in recordable form which may be necessary or appropriate to evidence such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease attornment and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablerecognition.

Attornment. Tenant shall at Landlord's request within ten (10) business days of request, promptly execute any requisite or appropriate document confirming the foregoing subordination. If Landlord’s interest in the Property is acquired by mortgagee Tenant fails to execute and deliver any such certificate or purchaser at a foreclosure saleother document within such ten (10) business day period, Tenant shall, at shall pay Landlord as additional rent the election sum of Five Thousand Dollars ($5,000) for each day after the tenth (10th) business day that Tenant has not executed and delivered such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Leasedocument. Tenant waives the protection provisions of any statute or rule of law now or hereafter in effect which gives may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant's obligations hereunder in the event any foreclosure proceeding is prosecuted or surrender possession completed or in the event the Building, the Project or Landlord's interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such transfer or by the Premises transferee following such transfer, then, at the request of such transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the landlord under this Lease. Tenant agrees that upon the transfer of Landlord’s interest. Upon any such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee such transferee shall not be be: (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iva) bound by any amendment payment of the Base Rent or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for additional rent more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest except prepayments in the Property, (vi) responsible nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee; (b) bound by any amendment of this Lease made without the consent of the holder of each Mortgage existing as of the date of such amendment; (c) liable for damages for any breach, act or omission of any work to be done by the Landlord under this Lease to render the Premises ready prior landlord, except for occupancy by the Tenant or the payment of the Finish Work AllowanceLandlord's Contribution and except for any breach of any prior landlord which continues after such transferee has acquired title to the Building, the Project or Landlord's interest therein; or (viid) required subject to remove any person occupying the Premises offsets or defenses which Tenant might have against any part thereofprior landlord; provided, except if such person claims however, that after succeeding to Landlord's interest under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor transferee shall agree to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise perform in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount all obligations of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and Landlord arising after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, of transfer and provided further Tenant shall have received the right, by giving a Succession Election Notice to the Successor within sixty Landlord's Contribution. Within five (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (305) days after the giving request of such notice by transferee, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. Notwithstanding anything contained herein to the contrary, should the holder of any Mortgage desire that this Lease be subordinate to such Mortgage such holder shall enter into a Subordinaton, Attornment and Non-Disturbance Agreement, incorporating the above terms with respect to any attornment, and providing that said holder shall agree that provided an Event of Default is not in existence hereunder, said holder shall terminate this Lease nor disturb Tenant, 's use and possession of the Successor agrees Premises according to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlordthe Existing Mortgagee or any Future Mortgagee or any assignee or successor thereof shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or the delivery of a deed in lieu of foreclosure, then at the request of such successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure saleunder this Lease, Tenant shall, at the election of shall be deemed to have attorned to and recognized such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it landlord as Landlord under this Lease. The provisions of this Section 16.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant waives the protection of shall promptly execute and deliver any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interestinstrument that such successor landlord may reasonably request evidencing such attornment. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between the mortgagee such successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, Lease except that the mortgagee such successor landlord shall not be responsible for the following (i) liable provided such successor landlord assumes in any way to Tenant for any act or omission, neglect or default on the part writing all obligations of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease extent accruing from and after the date upon which such successor landlord succeeds to the rights of such successionLandlord hereunder), except to the extent the following is modified by any subordination and non-disturbance agreement entered into by and between such Existing or Future Mortgagee and Tenant: (iia) responsible liable for any monies owing by act or on deposit with omission of Landlord to the credit of Tenant (except to the extent any such deposit is actually received by act or omission continues beyond the date when such mortgageesuccessor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission), ; (iiib) subject to any counterclaim defense, claim, counterclaim, set-off or setoff offsets which theretofore accrued Tenant may have against Landlord (as opposed to Tenant against Landlord, such successor landlord); (ivc) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) 1 month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of Rent to any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.landlord;

Attornment. If Landlord’s In the event any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under, any mortgage and/or deed of trust made by Landlord covering the Leased Premises, or in the event Landlord sells, conveys or otherwise transfers its interest in the Property is acquired by mortgagee Shopping Center or purchaser at a foreclosure saleany portion thereof containing the Leased Premises, Tenant shallhereby attorns to, at the election of and covenants and agrees to execute and deliver an instrument or instruments in writing whereby Tenant attorns to such mortgagee or purchaser, attorn to the transferee of or successor-in-interest and recognizes such successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives In such case, the protection successor to Landlord's interest under such mortgage or deed of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee trust shall not be (i) liable in bound by any way to Tenant for any act or omission, neglect or default prepayment on the part of Landlord Tenant of any rent for more than one month in advance (except prepayments in the nature of a security deposit), so that rent shall be payable under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of accordance with its continuing obligations as landlord under this Lease terms, from and after the date of the foreclosure of such succession)mortgage or deed of trust, (ii) responsible for any monies owing by as if such prepayment had not been made. Such successor to Landlord's interest under such mortgage or on deposit with Landlord to the credit deed of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) trust shall not be bound by any amendment or modification of this Lease subsequent unless, prior to the foreclosure of such mortgagemortgage or deed of trust, or by any previous prepayment of Rent for more than one (1) month, which was not approved such successor to Landlord's interest shall have first consented in writing to any such amendment or modification. Payment by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on by any person, firm or corporation claiming an interest in this Lease or the conditions set forth therein. Notwithstanding the foregoingLeased Premises by, in the event that mortgagee or, other than an entity controlling, controlled by through or under common control with Tenant without Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the 's consent in writing shall not constitute an attornment or create any interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under in this Lease to render or the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableLeased Premises.

Attornment. If Landlord’s interest (a) Tenant covenants and agrees that in the event of foreclosure of the Deed of Trust, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Lender if it is such purchaser or transferee, being herein called “New Owner”), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to New Owner as Tenant’s new landlord, and agrees that the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant and Tenant New Owner upon all of the terms, covenants, conditions and covenants as are agreements set forth in the Lease and this LeaseAgreement, except for provisions which are impossible for New Owner to perform; provided, however, that the mortgagee in no event shall not be New Owner be: (i) liable in any way to Tenant for any act or act, omission, neglect default, misrepresentation or default on breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to New Owner’s actual ownership of the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), Property; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); (iii) bound by any payment of rent, additional rent or setoff which theretofore accrued other payments made by Tenant to Tenant against any previous landlord (including Landlord, ) for more than one (1) month in advance; (iv) bound by any amendment or modification of this the Lease subsequent to such mortgagehereafter made, or consent or acquiescence by any previous prepayment landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, Lender; or (v) liable beyond mortgagee’s interest in the Propertyfor any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to New Owner. (vib) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The provisions of this LeaseAgreement regarding attornment by Tenant shall be self operative and effective without the necessity of execution of any new lease or other document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Nothing Tenant agrees, however, to execute and deliver upon the request of New Owner, any instrument or certificate which in the preceding sentences reasonable judgment of this Section 15.02 shall prohibit Tenant from exercising its right New Owner may be necessary or appropriate to terminate this Lease pursuant to Section 3.01(c) and clause (x) evidence such attornment, including a new lease of Section 3.01(e) of this Lease the Premises on the same terms and conditions set forth therein. Notwithstanding as the foregoing, in Lease for the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes unexpired term of the immediately preceding sentenceLease. (c) Upon foreclosure of the Deed of Trust or transfer in lieu of foreclosure, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work modified as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.follows:

Attornment. If Landlord’s the interest of Landlord is transferred to any person (a "Transferee") by reason of the termination or foreclosure, or proceedings for enforcement, of an Encumbrance, or by delivery of a deed in the Property is acquired by mortgagee lieu of such foreclosure or purchaser at a foreclosure saleproceedings, Tenant shall, at the election of such mortgagee or purchaser, will immediately and automatically attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this LeaseTransferee. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate Upon attornment this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall will continue in full force and effect as a direct lease between the mortgagee Transferee and Tenant Tenant, upon all of the same terms, conditions and covenants as are set forth stated in this Lease, except that the mortgagee shall Transferee will not be be: (ia) liable in any way to Tenant for any act or omissionomission of any prior landlord, neglect or default on including Landlord (but such exemption will not excuse the part Transferee from the performance of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to obligations of the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from required to be performed subsequent to the transfer to the Transferee); (b) subject to any offsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement granted under this Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the "Foreclosing Lender") was afforded any notice and after cure rights to which it was entitled under Section 21.1 with respect to the date matter that gave rise to such express right of abatement); (c) bound by any Rent or advance Rent which Tenant might have paid for more than the current month or the next succeeding month to any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such succession)advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any other security or advance rental deposit made by Tenant, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit the same is actually received by such mortgagee), paid over to the Transferee; or (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (ive) bound by any termination, amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more (other than one (1) month, which was not approved in writing expressly contemplated by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (effected according to such express terms, such as a termination by Landlord due to a Default by Tenant) made without the written consent of the Foreclosing Lender. Tenant agrees, upon request by and without cost to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from Transferee, to promptly execute and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice deliver to the Successor within sixty (60Transferee such instrument(s) days following notice of as may be reasonably required to evidence such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableattornment.

Attornment. If Landlord’s interest in In the Property is acquired by mortgagee or purchaser at event of a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession other acquisition of the Premises upon Premises, the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect be recognized as a direct lease between from the mortgagee and Tenant upon all of Beneficiary, the termspurchaser at the foreclosure sale, conditions and covenants or any such subsequent owner (collectively referred to as are set forth in this Lease"Purchaser"), except that the mortgagee Purchaser shall not be (i) liable in any way to Tenant for any previous act or omissionomission of Owner under the Lease (excluding any ongoing maintenance, neglect or default on the part repair and replacement obligations of Landlord under this the Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding continuing after the foreclosure sale or other acquisition of the Premises by a Purchaser, to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and extent accruing after the date of such successionsale or acquisition), ; (ii) responsible for subject to any monies owing by or on deposit with Landlord offset which shall theretofore have accrued to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), against Owner; (iii) subject to any counterclaim or setoff which theretofore accrued obligation with respect to Tenant against Landlord, any security deposit under the Lease unless such security deposit has been physically delivered to Purchaser; (iv) bound by or liable for any amendment representations or modification warranties of this Owner (whether or not set forth in the Lease); (v) liable for any condition in, on or about the Premises (or the land or improvements containing the Premises) existing prior to the Purchaser's foreclosure or other acquisition of the Premises (a "Preexisting Condition") or liable under any indemnity, defense or hold harmless obligation or similar obligation set forth in the Lease subsequent to the extent it relates to or covers a Pre-Existing Condition Lease (excluding any ongoing maintenance, repair and replacement obligations of Landlord under the Lease continuing after the foreclosure sale or other acquisition of the Premises by a Purchaser, to the extent accruing after such mortgage, sale or acquisition); or (vi) bound by any previous modification or prepayment of Rent for more rents or other sums due under the Lease greater than one (1) month, which was not month unless such modification or prepayment shall have been expressly approved in writing by the mortgageeBeneficiary, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to which approval shall not be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableunreasonably withheld.

Attornment. If Landlord’s interest Tenant covenants and agrees that, in the Property is acquired event any ground lessor, lessor of any underlying lease or subsequent purchaser of the Building so requests or in the event of any foreclosure under any mortgage, or any renewal, modification, consolidation), replacement or extension thereof, or in the event of a sale at foreclosure, or in the event of any acceptance of any deed in lieu of foreclosure, which may now or hereafter affect the real property of which the Demised Premises are a part, Tenant shall attorn to any ground lessor, lessor of any underlying lease or subsequent purchaser of the Building or to the party secured by mortgagee such mortgage, or any renewal, modification, consolidation, replacement or extension thereof, and to any purchaser at any foreclosure sale or party taking a foreclosure saledeed in lieu of foreclosure, Tenant shall, and at the election sole option of such mortgagee party, which option may be exercised in said party’s reasonable or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornmentunreasonable discretion, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant herein and Tenant upon all such landlord or its successor. In any case, such landlord or successor under such ground or underlying lease or such secured party or purchaser at foreclosure sale or party taking a deed in lieu of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee foreclosure shall not be (i) liable in bound by any way to Tenant for any act or omission, neglect or default prepayment on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to Tenant of the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by Base Annual Rent or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Additional Rent for more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to so that Base Annual Rent and Additional Rent shall be done by the Landlord payable under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with its terms, from the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount date of the unadvanced Finish Work Allowance amortized over termination or transfer of the Term with interest at ground or underlying lease or the rate of 8% per annum; foreclosure under such mortgage, or (B) from and after the date that of foreclosure sale or transfer by deed in lieu of foreclosure, as if such prepayment had not been made. Further, such landlord or successor in interest shall not be liable for damages for any act or omission of Landlord or any prior landlord or be subject to any recoupments, offsets, counterclaims or defenses which Tenant has made may have against Landlord or any prior landlord. Tenant shall, upon request of such landlord or successor landlord, execute and deliver an instrument or instruments confirming Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableattornment.

Attornment. If Landlord’s interest in Upon the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection written request of any statute person or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee party succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from Lease, Tenant shall automatically become the tenant of and after attorn to such successor in interest without any change in any of the date terms of such succession), this Lease. No successor in interest shall be (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iva) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment payment of Rent for more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible except payments of security for the performance by Tenant of any work to be done by the Landlord Tenant’s obligations under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work AllowanceLease, or (viib) required subject to remove any person occupying the Premises offset, defense or damages arising out of a default or any part thereofobligations of any preceding Landlord. Neither Landlord’s Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and address of Landlord’s Mortgagee and without the written consent of Landlord’s Mortgagee or such successor in interest. Any transferee or successor-in-interest shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except if such person claims under for deposits actually paid to the mortgageesuccessor or transferee. Tenant agrees that to give written notice of any present default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee aloneremedies under the Lease, the lien holder of its mortgagee (any Mortgage or the priority of its ground lease) to some or all provisions of this Lease. Nothing other successor in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to but not the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisitionobligation, to either (I) terminate this Leasecure the default within the same time, or (II) continue this Leaseif any, deposit such Excess Costs in escrow with given to Landlord to cure the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letterdefault, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within plus an additional thirty (30) days after days. The subordination, attornment and mortgagee protection clauses of this paragraph 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the giving of such notice by written request therefor and without any compensation or consideration being payable to Tenant, the Successor Tenant agrees to be bound execute, have acknowledged and deliver such instruments substantially in the form of Exhibit “H” hereto to confirm the same. Tenant shall from time to time, if so requested by the applicable provisions of Landlord and if doing so will not materially and adversely affect Tenant’s economic interests under this Lease. Tenant’s failure , join with Landlord in amending this Lease so as to give meet the needs or requirements of any lender that is considering making or that has made a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) loan secured by all or (Y) any portion of the immediately preceding sentence, as applicableComplex.

Attornment. If Landlord’s interest in Upon the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection written request of any statute person or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee party succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from Lease, Tenant shall automatically become the tenant of and after attorn to such successor in interest without any change in any of the date terms of such succession), this Lease. No successor in interest shall be (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iva) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment payment of Rent for more than one (1) monthmonth in advance, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible except payments of security for the performance by Tenant of Tenant’s obligations under this Lease, or (b) subject to any offset, defense or damages arising out of a default of any work obligations of any preceding Landlord, except to the extent of any non-monetary default that continues after such successor-in-interest takes ownership of the Building. Any transferee or successor-in-interest of Landlord shall not be done liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit (except for deposits actually paid to the successor or transferee), except with respect to any non-monetary defaults which continue after such transferee or successor-in-interest takes ownership of the Building. Tenant agrees to give written notice of any default by Landlord to the Landlord holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under this Lease to render the Premises ready for occupancy arising as a result of any default by the Tenant or the payment of the Finish Work Allowance, or Landlord (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, other than Rent abatement and/or self-help rights as expressly provided in whole or in part and by instrument in form and substance satisfactory to such mortgagee alonethis Lease), the lien holder of its mortgagee (any Mortgage or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the successor-in-interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to but not the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisitionobligation, to either (I) terminate this Leasecure the default within the same time, or (II) continue this Leaseif any, deposit such Excess Costs in escrow with given to Landlord to cure the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letterdefault, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within plus an additional thirty (30) days after days. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the giving of written request therefor by Landlord or Landlord’s Mortgagee or any such notice by survivor, and without any compensation or consideration being payable to Tenant, the Successor Tenant agrees to be bound by the applicable provisions execute, have acknowledged and deliver such instruments of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentencesubordination, attornment and/or mortgagee protection as applicablesuch party may reasonably request.

Attornment. If Landlord’s interest in Tenant agrees to attorn to and recognize as its landlord under the Lease each party acquiring legal title to the Property is acquired by mortgagee foreclosure, conveyance or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest other sale in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession connection with enforcement of the Premises upon the transfer Security Instrument of Landlord’s interest. Upon such attornment, this Lease shall continue otherwise in full force and effect as a direct lease between the mortgagee and Tenant upon all satisfaction of the terms, conditions and covenants as are set forth in this Lease, except that Loan ("Successor Owner"). As Successor Owner such party shall perform all obligations of the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease the Leases arising from and after the date of such succession)title to the Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (iia) responsible liable for any monies owing default, act, or omission of any prior landlord under the Lease; (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease; (c) bound by any payment of rent or on deposit with additional rent made by Tenant to Landlord more than 30 days before the same is due; (d) bound by any modification or supplement to the credit Lease, or waiver of Lease terms, made without Lender's written consent thereto; (e) liable for the return of any Security deposit or other prepaid charge paid by Tenant (under the Lease, except to the extent any such deposit is actually received by such mortgagee)amounts were delivered to Lender, (iiif) subject to any counterclaim liable or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment right of first refusal or modification option to purchase all or any portion or the Property except for the option to purchase as set out in Section 37 hereof, subject to the provisions of this Agreement; (g) liable for construction or completion of any improvements to the Property or as required under the Lease subsequent to such mortgage, for Tenant's use and occupancy (whenever arising): or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (vh) liable beyond mortgagee’s its interest in the Property, (vi) responsible Property for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, any claim or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims indemnification arising under the mortgageeLease (whenever arising) including any title and casualty insurance proceeds and condemnation awards actually paid to Lender. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, Although the lien of its mortgagee (or the priority of its ground lease) to some or all foregoing provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Agreement are self-operative, Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time reasonably request in Section 13.01(b). In the event in such notice it states that it intends order to be so bound, then such provisions of confirm this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableAgreement.

Attornment. If Landlord’s interest a. Tenant covenants and agrees that in the event of foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property is acquired by mortgagee or conveyance in lieu of foreclosure (the purchaser at a foreclosure saleor the transferee in lieu of foreclosure, including Mortgagee if it is such purchaser or transferee, being herein called "New Owner"), Tenant shall, at the election of such mortgagee or purchaser, shall attorn to the transferee of or successor to Landlord’s interest in New Owner as Tenant's new landlord, and agrees that the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant and Tenant New Owner upon all of the terms, covenants, conditions and covenants as are agreements set forth in the Lease and this LeaseAgreement, except for provisions which are impossible for New Owner to perform; provided, however, that in no event shall the mortgagee shall not be New Owner be: (i1) liable in any way to Tenant for any act or act, omission, neglect default, misrepresentation, or default on breach of warranty, of any previous landlord (including Landlord) or obligations accruing prior to New Owner's actual ownership of the part of Landlord under this Lease Property; (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii2) subject to any offset, defense, claim or counterclaim or setoff which theretofore accrued Tenant might be entitled to Tenant assert against any previous landlord (including Landlord, ); (iv3) bound by any amendment payment of rent, additional rent or modification of this Lease subsequent other payments, made by Tenant to such mortgage, or by any previous prepayment of Rent landlord (including Landlord) for more than one (1) month, which was not approved month in writing advance; (4) bound by the mortgageeany amendment, or bound modification of the Lease hereafter made, or consent by any previous landlord (including Landlord) under the indemnity set forth in Section 9.04Lease to any assignment or sublease hereafter granted, without the written consent of Mortgagee; or (v5) liable beyond mortgagee’s interest in the Propertyfor any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, (vi) responsible for the performance of any work as such, been transferred to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all New Owner. b. The provisions of this LeaseAgreement regarding attornment by Tenant shall be self-operative and effective without the necessity of execution of any new lease or other document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Nothing in Tenant agrees, however, to execute and deliver at any time and from time to time, upon the preceding sentences request of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (xLandlord or of any holder(s) of Section 3.01(e) any of this Lease on the conditions set forth therein. Notwithstanding indebtedness or other obligations secured by the foregoingMortgage, any instrument or certificate which, in the event that mortgagee orreasonable judgment of Landlord or of such holder(s), other than an entity controllingmay be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment, controlled by or under common control with Landlordincluding, if requested, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest new lease of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready on the same terms and conditions as the Lease for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes then unexpired term of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaserpurchaser (except as may be required pursuant to any applicable SNDA then in effect as required under Section 15.1 above) and subject to the provisions of Section 15.1, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not (except as may be required pursuant to the terms and conditions of any applicable SNDA then in effect under Section 15.1 above) be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04or liable for any representations made by Landlord, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work TI Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. (a) If Landlord’s interest in Landlord assigns this Lease or the Property is acquired by mortgagee or purchaser at rents hereunder to a foreclosure salecreditor as security for a debt, Tenant shall, after notice of such assignment and upon demand by Landlord or the assignee, pay all sums thereafter becoming due Landlord hereunder either to Landlord or such assignee. Tenant shall also, upon receipt of such notice, have all policies of insurance required hereunder endorsed so as to protect the assignee's interest as it may appear and shall deliver such policies, or certificates thereof, to the assignee. (b) If, at any time during the term of this Lease, the Landlord of the leased Premises shall be the holder of a leasehold estate covering Premises which include the leased Premises, and if such leasehold shall terminate or be terminated for any reason, or if, at any time during the term of Lease a mortgage to which this Lease is subordinate shall be foreclosed, Tenant agrees at the election and upon demand of any owner of the Premises which include the leased Premises, or of any mortgagee in possession thereof, or of any holder of a leasehold thereafter affecting Premises which include the leased Premises, or of any purchaser at foreclosure, to attorn, from time to time, to any such mortgagee owner, mortgagee, holder or purchaser, attorn to purchaser upon the transferee terms and conditions set forth herein for the remainder of or successor to Landlord’s interest the term demised in the Property and recognize it as Landlord under this Lease. Provided however, that Tenant waives the protection of any statute shall not be obligated to attorn unless, if Tenant shall so request in writing, such holder, owner, mortgage or rule of law which gives purchaser shall execute and deliver to Tenant any right to terminate this Lease an instrument wherein said holder, owner, mortgagee or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect purchaser agrees that so long as a direct lease between the mortgagee and Tenant upon performs all of the terms, covenants and conditions and covenants as are set forth in of this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the Tenant's part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowanceperformed, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims Tenant's possession under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall not be binding on the Successor. In the event the Successor states that it does not intend to be so bound disturbed by such holder, owner, mortgagee or fails to timely provide notice to Tenant within such thirty purchaser. (30c) day period, then (A) prior The foregoing provisions shall inure to the date benefit of any such owner, mortgagee, holder or purchaser and shall apply notwithstanding that Tenant has made Tenant’s first payment towards this Lease may terminate upon the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice termination of any such acquisition, to either (I) terminate this Lease, leasehold estate or (II) continue this Lease, deposit upon such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letterforeclosure, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Lettershall be self-operative upon any such demand, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render without requiring any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure further instrument to give a Succession Election Notice in the time period(s) required above shall be deemed effect to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.such

Attornment. If Landlord’s Tenant covenants and agrees that, in the event of any foreclosure under any mortgage or deed of trust, or any renewal, modification, consolidation, replacement or extension thereof, or in the event of any acceptance of any deed in lieu of foreclosure, which may now or hereafter affect the real property of which the Leased Premises are a part, Tenant shall attorn to the party secured by such mortgage or deed of trust, or any renewal, modification, consolidation, replacement or extension thereof, and to any purchaser at any foreclosure sale or party taking a deed in lieu of foreclosure. Tenant covenants and agrees to attorn to any successor to Xxxxxxxx's interest in the Property is acquired by mortgagee any ground or underlying lease. In any case, such landlord or successor under such ground or underlying lease or such secured party or purchaser at foreclosure sale or party taking a deed in lieu of foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) bound by any prepayment on the part of Tenant of any rent for more than one month in advance, so that rent shall be payable under this Lease in accordance with its terms, from the date of the termination or transfer of the ground or underlying lease or the foreclosure under such mortgage or deed of trust, or the date of foreclosure sale or transfer by deed in lieu of foreclosure, as if such prepayment had not been made. Further, such landlord or successor in interest shall not be liable in any way to Tenant for damages for any act or omission, neglect or default on the part omission of Landlord under this Lease (nothing in this clause (i) being deemed or any prior landlord or be subject to relieve any mortgagee succeeding to the interest offsets or defenses which Tenant may have against Landlord or any prior landlord, so long as such act or omission is not continuing as of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim sale or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgageetransfer. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinateshall, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice upon request of such acquisitionlandlord or successor landlord, to either (I) terminate this Lease, execute and deliver an instrument or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableinstruments confirming Xxxxxx's attornment.

Attornment. If LandlordSubject to the provisions of Section 20.1 being complied with to Tenant’s interest in benefit, if, at any time prior to the expiration of the Term, the Mortgagee shall become the owner of the Property is acquired by as a result of foreclosure of its mortgage or conveyance of the Property, or become a mortgagee in possession of the Property or purchaser at a foreclosure salethe Building, Tenant shallagrees, at the election and upon demand of any owner of the Property or the Building, or of the holder of any Superior Mortgage (including a leasehold mortgagee) in possession of the Property or the Building, to attorn from time to time to any such mortgagee owner, holder or purchaserlessee upon the then executory terms and conditions of this Lease, attorn provided that such owner, holder or lessee, as the case may be, shall then be entitled to possession of the transferee Premises. Such successor in interest to Landlord (“Successor”) shall not be bound by (i) any payment of Fixed Rent or successor to Landlord’s interest Additional Rent for more than one month in advance, except prepayments in the Property and recognize it as Landlord nature of security for the performance by Tenant of its obligations under this Lease. , or (ii) any amendment, modification or termination of this Lease made or entered into after the date of execution of the Superior Mortgage without the consent of the Mortgagee or Successor whose name is disclosed to Tenant waives (except that any Successor agrees to be bound by and subject to any termination of this Lease after the protection date hereof as a result of any statute Tenant exercising Tenant’s termination rights under Sections 12.2 or rule 13.1 of law which gives Tenant any right to terminate this Lease or surrender Section 14 of the Work Letter on the terms and conditions contained therein), or (iii) any offsets which may be asserted by Tenant 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 upon (except that any Successor agrees to be bound by and subject to any abatement or offset against Rent after the transfer date hereof as a result of LandlordTenant exercising Tenant’s interest. Upon such attornmentrights under Sections 11.7, 12.1, 13.2, 35.1 36.1 and 37.2 of this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all Section 14 of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default Work Letter on the part of Landlord under this Lease terms and conditions contained therein), or (nothing in this clause (iiv) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing other than repair and maintenance obligations as landlord under this Lease arising from and after the date of such succession)succession and the obligations contained in the third paragraph of Section 5 of the SNDA, (ii) responsible for any monies owing obligation by Landlord as lessor hereunder to perform any work or on deposit with Landlord to the credit of Tenant (except to the extent grant any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by concession without the mortgagee, ’s express assumption of such obligation to perform work or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if grant such person claims under the mortgageeconcession. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all The foregoing provisions of this Lease. Nothing in Section shall inure to the preceding sentences benefit of this Section 15.02 any such owner, holder or lessee, shall prohibit be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions, although Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) shall execute such an instrument upon the request of the Mortgagee, provided the provisions of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control 20.1 are complied with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicablebenefit.

Attornment. If Landlord’s At any time after any of the following has occurred: (a) if a Mortgagee delivers a notice of attornment; (b) if a Mortgagee shall take possession of the Premises; or (c) if the interest of the Landlord is transferred to any Person (in this Article referred to as a “Purchaser”) by reason of foreclosure or other proceedings for enforcement of any Mortgage, or by delivery of a conveyance, the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, subject to a receipt by Tenant of an acknowledgement and assurance in writing addressed to Tenant (and in form and substance reasonably acceptable to Tenant), whereby such Mortgagee or Purchaser, as the case may be, acknowledges that, in the event of any of the above events has occurred , it will not disturb the Tenant and will permit the Tenant to remain in possession under this Lease in accordance with its terms, so long as the Tenant is not in default, and at the election option of the Mortgagee or the Purchaser, as the case may be, exercisable by notice in writing to the Tenant, be deemed to have attorned to the Mortgagee or the Purchaser, as the case may be, upon receipt of such mortgagee notice. The Landlord, the Mortgagee or purchaserthe Purchaser, attorn as the case may be, may require the Tenant to enter into all instruments required by the transferee of Landlord, the Mortgagee or successor the Purchaser, as the case may be, to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interestconfirm such attornment. Upon such attornmentattornment and acknowledgement of non-disturbance, the obligations of the Tenant under this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the same terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If LandlordSubject to (i) Fee Owner’s interest in (or its successor’s) full compliance with the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn conditions relating to the transferee of or successor to Landlord’s interest in the Property and recognize it non-disturbance as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that paragraph 2 above and (ii) the mortgagee shall not be performance by Fee Owner (ior its successor) liable in any way to Tenant for any act or omission, neglect or default on of all obligations of the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this the Lease with respect to obligations arising and accruing from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to that either the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) Fee Owner succeeds to the interest of Landlord prior as landlord under the Lease or the Ground Lease is terminated (collectively, the “Ground Lease Termination”), Tenant agrees to attorn to, accept and recognize Fee Owner (or its successor) as the landlord under the Lease for the then-remaining balance of the term of the Lease, and any extensions thereof as made pursuant to the completion Lease. Such attornment shall become effective and self-operative immediately upon Ground Lease Termination, and shall not require the execution of Building any additional instruments by the parties to this Agreement. Notwithstanding the foregoing, Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Fee Owner (or its successor), any reasonable instrument which may be necessary or appropriate to evidence such attornment. It is agreed, however, that Fee Owner (or its successor) shall not in any way or to any extent be liable to Tenant (or any party claiming by, through or under Tenant) for, or as the case may be, bound by: (a) any act or omission by any prior landlord (including Base Building and Finish Work), such Successor shall have thirty (30Landlord) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) accruing prior to the date that Tenant has made Tenant’s first payment towards of the Excess Costs under the FW Contract under the Work Letter, Ground Lease Termination and Tenant shall have no right to assert the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, same or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed any damages arising therefrom as an offset or defense against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annumFee Owner; provided, however, Fee Owner shall be obligated to (x) cure any ongoing defaults related to the failure of Landlord to perform or provide any operations, management, repair, restoration or maintenance obligations under the Lease (subject to the exceptions set forth in subsections (e) and (g) below) that remain unperformed after the Successor can render Ground Lease Termination and (y) provide and perform services to such premises that are required to be provided or performed by the landlord under the Lease with respect to periods from and after the Ground Lease Termination; (b) any Succession Election Notice pursuant offsets or defenses that Tenant might have against any prior landlord (including Landlord) accruing prior to clause the date the Ground Lease Termination; (Ac) any rent or additional rent that Tenant might have paid for more than the current month in advance to any prior landlord (including Landlord), except to the extent the same (x) has been received by Fee Owner or (By) is for estimated payments of additional rent, including operating expenses or taxes made in accordance with the Lease, if any; XX 000000000x0 (d) any security deposit or other prepaid charge that Tenant might have paid in advance to any prior landlord (including Landlord), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant except to the clause (II) or (Y) of the immediately preceding sentence, as applicable.extent that same has been received by Fee Owner;

Attornment. If Landlordany Transfer occurs, Tenant does hereby attorn to any transferee, including Lender, of the interest of Owner as a result of any Transfer, and its successors and assigns (collectively, “Successor”), as the landlord under the Lease, and Tenant shall be bound to Successor under all of the terms, covenants, conditions and provisions of the Lease for the balance of the Lease term, all with the same force and effect as if Successor had been the original owner under the Lease. This attornment shall be effective and self-operative without the execution of any further instruments upon Successor’s succeeding to the interest of the owner under the Lease. Notwithstanding the foregoing, Successor shall not be: (a) Liable for any act, omission or default of any prior owner (including the then defaulting Owner) unless such act, omission or default continues as a default under the Lease after Tenant’s attornment, but in no event shall there be any liability to complete Owner’s Work or Owner’s Addition Work, although Tenant shall have Tenant’s other rights and remedies with respect to the failure of Owner to complete Owner’s Work or Owner’s Addition Work. (b) Liable for any damage or other relief attributable to any breach of any representation or warranty contained in the Lease by Owner or any prior owner under the Lease; (c) Subject to any offsets or defenses which Tenant might have against Owner or any prior owner (except as expressly provided in the Lease): (d) Bound by any prepayment of rent or additional rent which Tenant might have paid for more than the current month to Owner or any prior landlord; (e) Bound by any amendment of the Lease or by any waiver or forbearance on the part of Owner or any prior owner made or given without the written consent of Lender, (f) Bound to make any payment to Tenant or to perform any construction requirements under in the Lease (but if (i) the allowances expressly provided in the Lease shall not be paid to Tenant or (ii) Tenant shall exercise Tenant’s rights to undertake such construction, Tenant shall have the right of offset expressly provided in the Lease); or (g) Liable to Tenant in any event for any cause whatsoever for damages or claims in excess of Successor’s interest in the Property is acquired by mortgagee or purchaser at Property, it being expressly agreed that Successor’s liability under the Lease shall be nonrecourse and that Tenant’s sole remedy in the event it obtains a foreclosure sale, Tenant shall, at judgment against Successor for its default under the election of Lease shall be to foreclose such mortgagee or purchaser, attorn to the transferee of or successor to Landlordjudgment against Successor’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection not to proceed against any other assets of any statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, further covenants and agrees to attorn to the transferee of or and recognize as its landlord hereunder any successor to Landlord’s 's interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease as result of foreclosure or surrender possession conveyance in lieu thereof under any deed of the Premises upon the transfer of Landlord’s interest. Upon such attornmenttrust or ground or underlying lease, and in that event, this Lease shall continue in full force and effect as a direct lease between the mortgagee Tenant herein and Tenant upon all such successor landlord or its successor. In such case, the successor to Landlord's interest hereunder as a result of foreclosure or conveyance under such deed of trust or termination of ground or underlying lease (the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee "Successor") shall not be (i) liable be bound by any prepayment of rent or additional rent for more than one (1) month in any way to Tenant for any act or omissionadvance, neglect or default on the part of Landlord so that rent shall be payable under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of accordance with its continuing obligations as landlord under this Lease terms, from and after the date of the date of the foreclosure of such succession)deed of trust, or termination of the ground or underlying lease, as if such prepayment had not been made, nor (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) be bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment waiver or forbearance by any prior lessor (including Landlord) made or given without the prior written consent of Rent such Successor, nor (iii) be subject to any offsets or defenses which Tenant may have against any prior lessor (including Landlord), nor (iv) be liable for more than one any defaults of any prior lessor (1including Landlord). Furthermore, Landlord's mortgagees shall be discharged of any responsibility hereunder to Tenant which may have arisen (by reason of the mortgagee becoming a mortgagee in possession, a lessor or otherwise) month, which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s after such mortgagee disposes of its interest in the Propertybuilding of which the demised premises forms a part. Tenant hereby agrees not to look to Landlord's mortgagees, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowanceas mortgagees, mortgagees in possession, or (vii) required successor in title to remove the building or to any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing leasehold interest in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) land for accountability for any security deposit required or held by Landlord hereunder, unless and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed that such sums have actually been received by the Successor) reduce the Rent by the amount said mortgagees as security for Tenant's performance of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s interest In the event of the foreclosure of the lien of the Deed of Trust or if the Demised Premises are conveyed to Lender by deed in the Property is acquired by mortgagee or purchaser at a foreclosure salelieu of foreclosure, Tenant shall, at the election of such mortgagee or purchaser, shall attorn to Lender or the transferee of purchaser upon any such conveyance or successor to foreclosure sale and shall recognize Lender or such purchaser as the lessor under the Lease and Lender or such purchaser shall have the same rights and remedies under the Lease as Landlord’s interest in . Such attornment shall be effective and self-operative without the Property and recognize it as Landlord under this Lease. Tenant waives the protection execution of any statute or rule further instrument on the part of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interestparties hereto. Upon From and after any such attornment, this Lease Lender or such purchaser shall continue in full force and effect as a direct lease between the mortgagee and be bound to Tenant upon under all of the terms, covenants and conditions and covenants as are set forth in this of the Lease; provided, except however, that the mortgagee Lender or such purchaser shall not be be: (ia) liable in any way to Tenant for any act action or omission, neglect or omission of any prior lessor (including Landlord) except for the right of the Tenant to recoup its damages for a prior lessor's default on which have been reduced to a final judgment against the part of Landlord Rent owed under this Lease the Lease; (nothing in this clause (ib) being deemed to relieve bound by any mortgagee succeeding to rent which Tenant might have paid for more than the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject current month to any counterclaim prior lessor (including Landlord); (c) liable for the return or setoff which theretofore accrued application of any security deposits unless Landlord delivers such deposits to Tenant against Landlord, Lender or such purchaser; (ivd) bound by any amendment or modification of this the Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) monthmade without Lender's written consent, which was consent shall not approved in writing by the mortgagee, be unreasonably withheld; or (e) subject to any offsets or bound by the indemnity set forth in Section 9.04, deficiencies which Tenant might be entitled to assert against any prior lessor (vincluding Landlord) liable beyond mortgagee’s interest in the Property, (vi) responsible except for the performance of any work right to be done by recoup its damages for a prior Lessor default which have been reduced to a final judgment against the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims Rent owed under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicable.

Attornment. If Landlord’s the interest of Landlord is transferred to any person (a “Transferee”) by reason of the termination or foreclosure, or proceedings for enforcement, of an Encumbrance, or by delivery of a deed in the Property is acquired by mortgagee lieu of such foreclosure or purchaser at a foreclosure saleproceedings, Tenant shall, at the election of such mortgagee or purchaser, will immediately and automatically attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this LeaseTransferee. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate Upon attornment this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. Upon such attornment, this Lease shall will continue in full force and effect as a direct lease between the mortgagee Transferee and Tenant Tenant, upon all of the same terms, conditions and covenants as are set forth stated in this Lease, except that the mortgagee shall Transferee will not be be: (ia) liable in any way to Tenant for any act or omissionomission of any prior landlord, neglect or default on including Landlord (but such exemption will not excuse the part Transferee from the performance of Landlord under this Lease (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to obligations of the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from required to be performed subsequent to the transfer to the Transferee); (b) subject to any offsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement granted under this Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the “Foreclosing Lender”) was afforded any notice and after cure rights to which it was entitled under Section 24.1 with respect to the date matter that gave rise to such express right of abatement); (c) bound by any Rent or advance Rent not actually received by the Transferee which Tenant might have paid for more than the current month or the next succeeding month to any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such succession)advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any other security or advance rental deposit made by Tenant, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit the same is actually received by such mortgagee), paid over to the Transferee; or (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (ive) bound by any termination, amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more (other than one (1) month, which was not approved in writing expressly contemplated by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (effected according to such express terms, such as termination by Landlord due to a Default by Tenant) made while any action or proceedings for the termination, foreclosure, or enforcement of an Encumbrance of which Tenant had notice was pending without the written consent of the Foreclosing Lender. Tenant agrees, upon request by and without cost to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from Transferee, to promptly execute and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice deliver to the Successor within sixty (60Transferee such instrument(s) days following notice of as may be reasonably required to evidence such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as applicableattornment.