Common use of Lease Subordinate to Mortgages Clause in Contracts

Lease Subordinate to Mortgages. Landlord represents that there is no lien of any mortgages, deeds of trust or ground lease (“Major Encumbrance” ) in effect against the Property, the Building and/or the Premises as of the Effective Date. Upon request from Landlord or any ground lessor, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord under this Lease. Upon request by such successor in interest, Tenant will execute and deliver a reasonable instrument confirming such attornment, and Senior Party’s assumption of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA).

Lease Subordinate to Mortgages. (a) Landlord represents that there is no agrees to require each lienholder against the Premises to execute a non-disturbance agreement in favor of Tenant. This Lease and the rights of Tenant shall be and are hereby made subject and subordinate to the lien of any mortgages, mortgages or deeds of trust as to which Tenant has received a non-disturbance agreement now or ground lease (“Major Encumbrance” ) in effect hereafter existing against the PropertyBuilding, the Building and/or the Premises as of the Effective Date. Upon request from Landlord Property or any ground lessorboth, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease and to any Major Encumbrance and all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made now or extensions thereof, on condition that such in the future. Although the subordination shall be effectuated selfoperating, Tenant, or its successors in interest, shall upon Landlord's request, execute and deliver upon the demand of Landlord any and all instruments desired by execution Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any mortgage or deed of trust. Landlord is hereby irrevocably appointed and delivery authorized as agent and attorney-in- fact of Tenant to execute all subordination instruments if Tenant fails to execute the instruments within ten (10) days after notice from Landlord demanding their execution. The notice may be given in the manner provided for giving notice below. (b) Should any mortgage or deed of trust affecting the Building, the Property or both be foreclosed by a commercially reasonable subordination agreement Lender which has granted Tenant a non-disturbance agreement, then: (“SNDA” i) which grants the liability of the mortgagee, beneficiary or purchaser at the foreclosure sale to Tenant shall exist only so long as the right not to be disturbed in its tenancy in mortgagee, beneficiary, or purchaser is the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations owner of the Landlord Building and/or Property and the liability shall not continue or survive after further transfer of ownership; and (ii) Tenant shall be deemed to have attorned, as Tenant under this Lease, to the purchaser at any foreclosure sale and this Lease arising after shall continue in force and effect as a direct lease between and binding upon Tenant and the Senior Party takes title to purchaser at any foreclosure sale. As used in this Section 22, "mortgagee" and possession "beneficiary" shall include successors and assigns of any such party, whether immediate or remote, the Property (subject to customary carevouts). Notwithstanding the foregoingpurchaser of any mortgage or deed of trust, any Senior Party may whether at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or and the commencement of any judicial action seeking such foreclosure or terminationsuccessors, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord under this Lease. Upon request by such successor in interestassignees, Tenant will execute and deliver a reasonable instrument confirming such attornmentmortgagees, and Senior Party’s assumption beneficiaries of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA)such purchaser, whether immediate or remote.

Lease Subordinate to Mortgages. Landlord represents that there is no lien (a) The interest of the Tenant hereunder shall be subordinate to the rights of any mortgagesholder of a mortgage or holder of a ground lease of property which includes the Premises (any such holder, deeds a “Mortgagee”), and executed and recorded subsequent to the date of trust this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or (b) If any Mortgagee shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior in right to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights under such mortgage or ground lease (“Major Encumbrance” ) in effect against the Property, the Building and/or the Premises as of the Effective Date. Upon request from Landlord or any ground lessor, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event any Mortgagee shall succeed to the interest of the Landlord, whether by judicial or non-judicial foreclosure or lease termination by voluntary agreement or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Tenant further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the commencement preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any judicial action seeking unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgagee. (c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee. (d) No assignment of this Lease and no agreement to make or terminationaccept any surrender, Tenant will attorn termination or cancellation of this Lease and no agreement to and recognize modify so as to reduce the Senior Party Rent, change the term, or any purchaser in foreclosure as Tenant’s landlord otherwise materially change the rights of the Landlord under this Lease. Upon , or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease. (e) The Tenant agrees, within ten (10) business days following the request by such successor in interestof the Landlord, Tenant will to execute and deliver a from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable instrument confirming third party attorneys’ fees that Tenant incurs to review such attornmentagreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, and Senior Party’s assumption provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of obligations under the Lease arising thereafter $4,000 in any one instance (subject such amount to be increased, but never decreased, annually in proportion to any carveouts contained increase in the SNDACPI). (f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Landlord’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Landlord’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.

Lease Subordinate to Mortgages. Landlord represents a. This Lease and the rights of Tenant shall be and are hereby made subject and subordinate to the lien of any mortgages, deeds of trust, assignments of rents, and security interests now or hereafter existing against the Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made now or in the future provided that there is no lien so long as Tenant duly performs its obligations under this Lease, its quiet possession, use and enjoyment shall not be disturbed by the foreclosure or execution of any mortgages, deeds of trust or ground lease (“Major Encumbrance” ) other grants of security or deed in effect against lieu of foreclosure. Although the Property, the Building and/or the Premises as of the Effective Date. Upon request from Landlord or any ground lessor, mortgagee or beneficiary of a deed of trust (“Senior Party”)subordination shall be self-operating, Tenant, within ten (10) days of presentationor its successors in interest, shall subordinate its interest under upon Landlord's request, execute and deliver any and all instruments reasonably desired by Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements mortgage or extensions thereof, on condition deed of trust; provided that such subordination mortgage or deed of trust holder concurrently executes and delivers to Tenant a reasonably and customary non-disturbance agreement. If Tenant unreasonably fails to execute such instruments within fifteen (15) business days of Landlord's delivery of such instruments to Tenant, then Tenant shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not deemed to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party default pursuant to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title and shall not be entitled to and possession of the Property (subject any opportunity to customary carevouts). Notwithstanding the foregoing, any Senior Party cure such default which may at its sole election subordinate or cause to be subordinated its Major Encumbrance to provided for elsewhere in this Lease. In If any mortgagee or trustee shall elect to have this Lease and any options granted hereby prior to the event lien of its mortgage or deed of trust, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or deed of trust, whether this Lease is dated prior or subsequent to the date of said mortgage or deed of trust or the date of recording thereof. b. Should any mortgage or deed of trust affecting the Improvements, the Property or both be foreclosed, then: (i) the liability of the mortgagee, beneficiary or purchaser at the foreclosure sale to Tenant shall exist only so long as the mortgagee beneficiary, or purchaser is the owner of the Improvements and/or Property and the liability shall not continue or survive after further transfer of ownership; and (ii) Tenant shall be deemed to have attorned, as Tenant under this Lease, to the purchaser at any foreclosure sale and this Lease shall continue in force and effect as a direct lease termination by voluntary agreement between and binding upon Tenant and the purchaser at any foreclosure sale. As used in this Section 21, "mortgagee" and "beneficiary" shall include successors and assigns of any such party, whether immediate or remote, the purchaser of any mortgage or deed of trust, whether at foreclosure or otherwise, and the successors, assigns and mortgagees and beneficiaries of such purchaser, whether immediate or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord under this Lease. Upon request by such successor in interest, Tenant will execute and deliver a reasonable instrument confirming such attornment, and Senior Party’s assumption of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA)remote.

Lease Subordinate to Mortgages. Landlord represents that there is no This Lease and the rights of Tenant hereunder shall be and are hereby made subject and subordinate to the lien of any mortgages, mortgages or deeds of trust now or ground lease (“Major Encumbrance” ) in effect hereafter existing against the PropertyBuilding, the Building and/or the Premises as of the Effective Date. Upon request from Landlord Property or any ground lessorboth, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease and to any Major Encumbrance and all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or extensions hereafter to be made, upon the security thereof, on condition that . Although such subordination shall be effectuated self­ operating, Tenant, or its successors in interest shall, upon Landlord 's request, execute and deliver upon the demand of Landlord any and all instruments desired by execution Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any such mortgage or deed of trust. Landlord is hereby irrevocably appointed and delivery authorized as agent and attorney-in-fact of a commercially reasonable Tenant to execute all such subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy instruments in the event Tenant fails to execute said instruments within five (5) days after notice from Landlord demanding the execution thereof. Said notice may be given in the manner herenafter provided for giving notice. Should any mortgage or deed of trust affecting the Building, the Property or both be foreclosed, then: (i) the liability of the mortgagee, beneficiary or purchaser at such foreclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser i s the owner of the Building and/or Property and such liability shall not continue or survive after further transfer of ownership; and (ii) Tenant shall be deemed to have attorned, as Tenant under this Lease, to the purchaser at any foreclosure sale thereunder, and this Lease shall continue in force and effect as a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Section 24, "mortgagee" and "beneficiary" shall include successors and assigns of any such party, whether immediate or remote, the purchaser of any mortgage or deed of trust, whether at foreclosure or ground lease terminationotherwise, and requires the Senior Party to perform the obligations successors, assigns and mortgagees and beneficiaries of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts)such purchaser, whether immediate or remote. Notwithstanding the foregoingabove, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to if Tenant is not in default under the terms and conditions of this Lease. In , the event of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party mortgagee or any purchaser in foreclosure as person taking the Building hereunder shall not disturb the tenancy of Tenant’s landlord under this Lease. Upon request by such successor in interest, Tenant will execute and deliver a reasonable instrument confirming such attornment, and Senior Party’s assumption of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA).

Lease Subordinate to Mortgages. Landlord represents that there is no (a) Subject to the terms hereof, this Lease and the rights of Tenant shall be and are hereby made subject and subordinate to the lien of any mortgages, mortgages or deeds of trust now or ground lease (“Major Encumbrance” ) in effect hereafter existing against the PropertyBuilding, the Building and/or the Premises as of the Effective Date. Upon request from Landlord Property or any ground lessorboth, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease and to any Major Encumbrance and all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made now or extensions thereofin the future. Tenant, on condition that such or its successors in interest, shall upon Landlord’s request, execute and deliver upon the demand of Landlord any and all instruments desired by Landlord, subordinating this Lease to any mortgage or deed of trust within ten (10) business days after notice from Landlord demanding their execution. The notice may be given in the manner provided for giving notice below. (b) The subordination of this Lease to any future mortgage(s) and/or deed(s) of trust shall be effectuated by execution and delivery of conditioned upon the holder thereof executing a commercially reasonable subordination non-disturbance agreement (a “SNDA” ) Non-Disturbance Agreement”), in recordable form, by the terms of which grants to Tenant the right such holder agrees not to disturb the possession and other rights of Tenant under or pursuant to this Lease during the Term, as the same may be disturbed extended, so long as Tenant is not in its tenancy default hereunder beyond the expiration of all applicable notice and cure periods, and in the event of a acquisition of title, or coming into possession, by said holder through foreclosure proceedings or ground lease terminationotherwise, and requires the Senior Party to perform the obligations accept Tenant as tenant of the Landlord Premises under the terms and conditions of this Lease arising after and to assume and perform all of Landlord’s obligations hereunder. If at the Senior Party takes title to and time of delivery of possession of the Property (subject Premises to customary carevouts). Notwithstanding Tenant there shall be any mortgage or deed of trust encumbering the foregoingPremises, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord under this Lease. Upon request by such successor in interest, Tenant will execute Landlord shall obtain and deliver to Tenant, within thirty (30) days after the date of such delivery of possession, a reasonable instrument confirming such attornment, and Senior Party’s assumption of obligations under the Lease arising thereafter (subject to any carveouts contained Non-Disturbance Agreement in the SNDA)form and containing the terms referenced above.

Lease Subordinate to Mortgages. Landlord represents that there is no lien (a) The interest of the Tenant hereunder shall be subordinate to the rights of any mortgagesholder of a mortgage or holder of a ground lease of property which includes the Premises (any such holder, deeds a “Mortgagee”), and executed and recorded subsequent to the date of trust this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or (b) If any Mortgagee shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior in right to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights under such mortgage or ground lease (“Major Encumbrance” ) in effect against the Property, the Building and/or the Premises as of the Effective Date. Upon request from Landlord or any ground lessor, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event any Mortgagee shall succeed to the interest of the Landlord, whether by judicial or non-judicial foreclosure or lease termination by voluntary agreement or otherwise, or at the commencement election of any judicial action seeking such foreclosure or terminationMortgagee, Tenant will shall, and does hereby agree to attorn to such Mortgagee and to recognize the Senior Party or any purchaser in foreclosure such Mortgagee as Tenant’s landlord under this Lease. Upon request by such successor in interest, its Landlord and Tenant will shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non‑disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant (the “SNDA”). If requested by any such Mortgagee, Tenant further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable instrument confirming third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, and Senior Party’s assumption the Mortgagee shall not be: (A) liable for any failure of the Landlord to perform its obligations under the Lease with respect to the period prior to the date on which the Mortgagee shall become the owner of the Property, except for any such failure to perform (i) that continues after the date that the Mortgagee shall become the owner of the Property, and (ii) of which the Mortgagee received notice of such failure to perform prior to the date of the applicable foreclosure sale or deed-in-lieu of foreclosure, and (iii) which is susceptible of cure by the Mortgagee after the Mortgagee becomes the owner of the Property; provided however, that in no event shall any Mortgagee succeeding to the interest of Landlord be liable to Tenant for monetary damages for any act, default or omission of a prior Landlord to the extent such damages have accrued prior to the date of such succession. Nothing in this subparagraph (a) relieves any Mortgagee succeeding to the interest of Landlord of its obligation to perform the obligations of Landlord from and after the date such Mortgagee becomes the owner of the Property, including without limitation for matters arising thereafter prior to such succession but first identified by Tenant, and for which notice is first given by Tenant, following such succession; (B) bound by any payment of rent or other sum due by Tenant under the Lease made more than one (1) month in advance; (C) bound by any assignment of or any amendment or modification to the Lease made without the express written consent of the Mortgagee except for an amendment or modification specifically referred to in or contemplated by the Lease such as an extension amendment or for an assignment for which Landlord’s consent is not required under the Lease; or (D) subject to any carveouts offset, defense or counterclaim unless (i) expressly provided for in the Lease (including, without limitation, Tenant’s right to offset any unpaid portion of the Lease Allowances (as defined below) as set forth in Section 2.02 of Exhibit 7.02 of the Lease, together with interest at the rate applicable to late payments of rent, until Tenant has received the entire Lease Allowances) and (ii) the Mortgagee received any notices that are conditions precedent to the exercise of such rights in the manner provided in Section 3 of the SNDA; or (E) liable for the restoration of improvements following any casualty not required to be insured under the Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease; or (F) liable for (i) the commencement or completion of any construction, or (ii) any contribution toward construction or installation of any improvements upon the Premises (including, without limitation, the Tenant Improvement Allowance or Supplemental Allowance, each as defined in the Work Letter, which shall be collectively referred to as the “Lease Allowances”) (the foregoing subsections (i)-(ii), collectively, the “Construction-Related Obligations”); provided however, that if such Mortgagee succeeding to the interest of the Landlord does not fund the Lease Allowances when due under the Lease, Tenant shall retain its right to offset any unpaid portion of the Lease Allowances as set forth in Section 2.02 of Exhibit 7.02 of the Work Letter, together with interest at the rate applicable to late payments of rent, until Tenant has received the entire Lease Allowances. Construction-Related Obligations shall not include (x) reconstruction or repair following fire, casualty or condemnation, or (y) day-to-day maintenance and repairs. Prior to Substantial Completion of the Landlord Work, any rights of Tenant to exercise remedies on account of Construction-Related Obligations are further subject to the provisions of Section 5 of the SNDA. (c) The covenant and agreement contained in this Lease with respect to the SNDArights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee. (d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease. (e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI). (f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Landlord’s mortgagee. Landlord represents and warrants to Tenant that the Property is not currently subject to a mortgage.

Lease Subordinate to Mortgages. This Lease is and shall continue to be subject and subordinate to any presently existing and any future mortgage or mortgages secured by the Premises, and to any and all advances hereafter made thereunder, and to the interest of the holder or holders thereof in the Premises, provided that (i) Landlord represents that there is no lien shall obtain an agreement on the part of any mortgagescurrent mortgagee in a commercially customary and reasonable form, deeds to not disturb Tenant’s rights of trust or ground lease possession hereunder, conditioned upon Tenant not being in default under any of the terms of this Lease, and (“Major Encumbrance” ii) Landlord shall use reasonable efforts to obtain from any future mortgagee on Tenant’s behalf an agreement on the part of such mortgagee in effect against a commercially customary and reasonable form, to not disturb Tenant’s rights of possession hereunder, provided that in no event shall any failure of Landlord to obtain such an agreement from a future mortgagee affect the Propertyobligations of Tenant hereunder. In any event, the Building and/or mortgagee, or any purchaser at a foreclosure sale or otherwise, shall not be: (a) liable for any act or omission of a prior Landlord (including the Premises as mortgagor), except for acts or omissions of a continuing nature only to the extent the same continue after the date that the mortgagee or purchaser at a foreclosure sale takes possession of the Effective Date. Upon request from Premises; or (b) subject to any offset or defenses which the Tenant might have against any prior Landlord (including mortgagor); or (c) bound by any rent or additional rent which the Tenant might have paid in advance to any ground lessor, mortgagee or beneficiary of a deed of trust prior Landlord (“Senior Party”including the mortgagor), Tenantfor any period beyond the month in which foreclosure or sale occurs; or (d) bound by any security deposit which Tenant may have paid to any prior Landlord (including the mortgagor), within ten unless such deposit is in an escrow fund held by or available to the mortgagee; or (10e) days bound by any agreement or modification of presentation, shall subordinate its interest the Lease made without the consent of the mortgagee; or (f) bound by any notice of termination given by any prior Landlord (including the mortgagor) without the mortgagee’s written consent thereto; or (g) personally liable under this Lease; any mortgagee’s liability under the Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants limited to Tenant the right not to be disturbed in its tenancy ownership interest in the event of a foreclosure Premises; or (h) liable for any fact or ground lease termination, and requires circumstance or condition to the Senior Party extent existing or arising prior to perform the obligations mortgagee’s (or such purchaser’s) succession to the interest of the Landlord under this Lease arising the Lease, except to the extent that any such fact or circumstance or condition is of a continuing nature, and then only to the extent the same continues after the Senior Party date that the mortgagee or purchaser takes title to and possession of the Property (subject to customary carevouts)Premises, and such mortgagee or such purchaser further shall not be liable except during that period of time, if any, in which such mortgagee or purchaser and Tenant are in privity of estate. Notwithstanding the foregoing, any Senior Party mortgagee may at its sole election subordinate or cause to be subordinated its Major Encumbrance Mortgage to this Lease. In Lease without the event consent or approval of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord under this Lease. Upon request by such successor in interest, Tenant will execute and deliver a reasonable instrument confirming such attornment, and Senior Party’s assumption of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA).

Lease Subordinate to Mortgages. Landlord represents that there This Lease is no lien of and shall continue to be subject and subordinate to any mortgagesfuture mortgage or mortgages secured by the Premises, deeds of trust or ground lease (“Major Encumbrance” ) in effect against and to any and all advances hereafter made thereunder, and to the Property, the Building and/or the Premises as interest of the Effective Date. Upon request holder or holders thereof in the Premises, provided that, Landlord shall use commercially reasonable efforts to obtain from Landlord or any ground lessormortgagee on Tenant’s behalf an agreement on the part of such mortgagee, mortgagee or beneficiary of conditioned upon Tenant not being in material default hereunder and in a deed of trust (“Senior Party”)commercially customary and reasonable form, reasonably satisfactory to Landlord, Tenant and such mortgagee, to recognize Tenant, within ten (10) days of presentation, shall subordinate its interest ’s rights under this Lease and to not disturb Tenant’s rights of possession hereunder, provided that in all events the mortgagee, or any purchaser at a foreclosure sale or otherwise, shall not be: (a) liable for any act or omission of a prior Landlord (including the mortgagor) except to the extent that the consequences of such act or omission continue without cure (if the same are curable) for an unreasonable period of time after such mortgagee or purchaser succeeds to Landlord’s interest hereunder; or (b) subject to any Major Encumbrance and all renewalsoffset or defenses which the Tenant might have against any prior Landlord (including mortgagor); or (c) bound by any rent or additional rent which the Tenant might have paid more than thirty (30) days in advance to any prior Landlord (including the mortgagor), modificationsor (d) bound by any security deposit which Tenant may have paid to any prior Landlord (including the mortgagor), consolidationsunless such deposit is transferred to the mortgagee; or (e) bound by any material agreement or material modification of the Lease made after the date of an SNDA without the consent of the mortgagee including without limitation any agreement affecting Annual Fixed Rent, replacements Additional Rent, the Term, or extensions thereofextension or expansion options or first offer rights; or (f) bound by any voluntary termination or cancellation of the Lease (except as expressly permitted under the Lease) made without the mortgagee’s written consent thereto; or (g) personally liable under this Lease; (i.e., on condition that such subordination any mortgagee’s or purchaser’s liability under the Lease shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants limited to Tenant the right not to be disturbed in its tenancy ownership interest in the event of a foreclosure Building); or (h) liable for any fact or ground lease termination, and requires circumstance or condition to the Senior Party extent existing or arising prior to perform the obligations mortgagee’s (or such purchaser’s) succession to the interest of the Landlord under this Lease arising the Lease, except to the extent that the Landlord hereunder is obligated to cure such fact, circumstance or condition and such fact, circumstance or condition continues without cure (if the same is curable by the mortgagee) for an unreasonable period of time after the Senior Party takes title such mortgagee or purchaser succeeds to Landlord’s interest hereunder; and possession such mortgagee or such purchaser further shall not be liable except during that period of the Property (subject to customary carevouts)time, if any, in which such mortgagee or purchaser and Tenant are in privity of estate. Notwithstanding the foregoing, any Senior Party mortgagee may at its sole election subordinate or cause to be subordinated its Major Encumbrance Mortgage to this LeaseLease without the consent or approval of Tenant. In Landlord represents and warrants to Tenant that the event Lot, the Building and the Premises are not encumbered by a mortgage or ground lease as of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement date of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord under this Lease. Upon request by such successor in interest, Tenant will execute and deliver a reasonable instrument confirming such attornment, and Senior Party’s assumption of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA).

Lease Subordinate to Mortgages. Landlord represents that there is no lien (a) The interest of Tenant hereunder shall be subordinate to the rights of any mortgagesholder of a mortgage or holder of a ground lease of property which includes the Demised Premises, deeds (any such holder, a “Mortgagee”), and executed and recorded subsequent to the date of trust this Lease, unless such Mortgagee shall otherwise so elect, and in any event provided that such holder shall agree to recognize in writing the right of Tenant to use and occupy the Demised Premises and exercise all of its other rights under this Lease upon the payment of Rent, and the performance by Tenant of Tenant’s obligations hereunder (but without any assumption by such holder of Landlord’s obligations under this Lease which relate to periods prior to the date such holder acquired title to or took possession of the Demised Premises); or (b) If any Mortgagee shall so elect, this Lease, and the rights of Tenant hereunder, shall be superior in right to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights under such mortgage or ground lease (“Major Encumbrance” ) in effect against the Property, the Building and/or the Premises as of the Effective Date. Upon request from Landlord or any ground lessor, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event any Mortgagee shall succeed to the interest of the Landlord, whether by judicial or non-judicial foreclosure or lease termination by voluntary agreement or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any commercially reasonable instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Tenant further agrees to enter into a new lease for the balance of the Term (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Upon such attornment, the commencement 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 except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment); (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee; (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than one (1) month, which was not approved in writing by the Mortgagee; (v) liable to Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgagee. (c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any judicial action seeking such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations herein set forth with respect to such Mortgagee. (d) No assignment of this Lease and no agreement to make or terminationaccept any surrender, Tenant will attorn termination or cancellation of this Lease and no agreement to and recognize modify so as to reduce the Senior Party Rent, change the Term, or any purchaser in foreclosure as Tenant’s landlord otherwise materially change the rights of Landlord under this Lease. Upon , or to relieve Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by Landlord’s mortgagees or ground lessors of record, if any. (e) Tenant agrees on request by such successor in interest, Tenant will of Landlord to execute and deliver a reasonable instrument confirming from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01, to the extent that such attornment, and Senior Party’s assumption consent is required pursuant to the terms of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA)applicable mortgage or ground lease.

Lease Subordinate to Mortgages. Landlord represents that there is no This Lease and the rights of Tenant hereunder shall be and are hereby made subject and subordinate to the lien of any mortgages, mortgages or deeds of trust now or ground lease (“Major Encumbrance” ) in effect hereafter existing against the PropertyBuilding, the Building and/or the Premises as of the Effective Date. Upon request from Landlord Property or any ground lessorboth, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease and to any Major Encumbrance and all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or extensions hereafter to be made, upon the security thereof, on condition that . Although such subordination shall be effectuated self operating, Tenant, or its successors in interest, shall upon Landlord’s request, execute and deliver upon the demand of Landlord any and all instruments desired by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy Landlord, subordinating, in the event of a foreclosure or ground lease terminationmanner reasonably requested by Landlord, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to any such mortgage or deed of trust and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord failure to do so upon demand shall constitute a default under this Lease. Upon Landlord shall upon Tenant’s request by execute a Nondisturbance Agreement in a form reasonably acceptable to the holder of any mortgage or deed of trust on the Property. Should any mortgage or deed of trust affecting the Building, the Property or both, be foreclosed, then; (1) the liability of the mortgagee, beneficiary or purchaser at such successor in interestforeclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser is the owner of the Building and/or Property and such liability shall not continue or survive after further transfer of ownership; and (2) Tenant will execute and deliver a reasonable instrument confirming such attornmentshall be deemed to have attorned, as Tenant under this Lease, to the purchaser at any foreclosure sale thereunder, and Senior Party’s assumption this Lease shall continue in force and effect as a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Article 23, “mortgagee” and “beneficiary” shall include successors and assigns of obligations under any such party, whether immediate or remote, the Lease arising thereafter (subject to purchaser of any carveouts contained in mortgage or deed of trust, whether at foreclosure or otherwise, and the SNDA)successors, assigns and mortgagees and beneficiaries of such purchaser, whether immediate or remote.

Lease Subordinate to Mortgages. Landlord represents that there is no Except as provided in Paragraph 24.2 of this Lease, Tenant accepts this Lease subject and subordinate to the lien or security title of any mortgagespresently existing Mortgage, deeds and to all existing recorded restrictions, covenants, easements and agreements with respect to the Project, or any part thereof, and all renewals, extensions, amendments, modifications and restatements thereof, and all replacements and substitutions therefor. Tenant will subordinate this Lease to the lien or security title of trust or ground lease (“Major Encumbrance” ) in effect against any recorded Mortgage hereafter created upon the PropertyPremises, the Building and/or or the Premises as of the Effective Date. Upon request from Landlord or any ground lessorProject, mortgagee or beneficiary and all renewals, extensions amendments, modifications and restatements thereof, and all replacements and substitutions therefor, upon receipt of a deed of trust “SNDA” (“Senior Party”as hereinafter defined), Tenant, . Tenant agrees to execute such SNDA within ten (10) days after Landlord’s request therefor. If the interest of presentation, shall subordinate its interest under this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any Mortgage, Tenant shall be bound to the Senior Party takes title transferee (hereinafter referred to as the “Purchaser”), under the terms, covenants and possession conditions of this Lease for the balance of the Property (subject Term remaining, and any extensions or renewals, with the same force and effect as if the Purchaser were the “landlord” hereunder, and Tenant shall attorn to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause such Purchaser and agrees to be subordinated its Major Encumbrance bound and obligated hereunder to the Purchaser as the “landlord” under this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or terminationevent, Tenant will attorn to shall promptly execute and recognize deliver any instrument that such Purchaser may reasonably request: (a) evidencing such attornment; (b) setting forth the Senior Party or any purchaser in foreclosure as terms and conditions of Tenant’s landlord tenancy; and (c) containing such other terms and conditions as may be reasonably required by such Purchaser, provided such terms and conditions do not increase the Rent, increase Tenant’s obligations or adversely affect Tenant’s rights under this Lease. Upon request by such successor in interest, Tenant will execute and deliver a reasonable instrument confirming such attornment, this Lease shall continue in full force and Senior Partyeffect as a direct lease between such Purchaser and Tenant upon all the terms, conditions and covenants set forth in this Lease, except that such Purchaser shall not be: (i) liable for any breach, act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Purchaser succeeds to Landlord’s assumption interest and Tenant gives notice to such Purchaser of obligations under the Lease arising thereafter such breach, act or omission and such Purchaser fails to cure such breach, act or omission within a reasonable period of time after its receipt of such notice from Tenant); (ii) subject to any carveouts contained in defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; (iii) bound by any prepayment of more than one (1) month’s Rent to any prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the SNDAtime Purchaser succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for: (A) repairs and maintenance required to be made by Landlord under this Lease; and (B) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Purchaser; (vi) bound by any modification, amendment or renewal of this Lease made without Mortgagee’s consent; (vii) liable for the repayment of the security deposit, if any, unless and until the security deposit actually is paid to such Purchaser; (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation; or (ix) bound by any purchase option or right of first refusal for the purchase of the Building, Land or Project, or any portion thereof, granted to Tenant under this Lease (including, without limitation, the Right of First Refusal).

Lease Subordinate to Mortgages. Landlord represents that there is no This Lease and the rights of Tenant hereunder shall be and are hereby made subject and subordinate to the lien of any mortgages, mortgages or deeds of trust now or ground lease (“Major Encumbrance” ) in effect hereafter existing against the PropertyBuilding, the Building and/or the Premises as of the Effective Date. Upon request from Landlord Property or any ground lessorboth, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease and to any Major Encumbrance and all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or extensions hereafter to be made, upon the security thereof, on condition that . Although such subordination shall be effectuated self operating, Tenant, or its successors in interest, shall upon Landlord's request, execute and deliver upon the demand of Landlord any and all instruments desired by execution Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any such mortgage or deed of trust and delivery Tenant's failure to do so within a reasonable period of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right time not to be disturbed in its tenancy in the event of exceed seven (7) business days upon demand shall constitute a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord default under this Lease. Upon Landlord shall upon Tenant's request by execute use commercially reasonable efforts to obtain from any existing lender or ground lessor a Nondisturbance Agreement in a form reasonably acceptable to the Tenant and the holder of any mortgage or deed of trust on the Property, or ground lessor within sixty (60) days after written request therefor from Tenant. Should any mortgage or deed of trust affecting the Building, the Property or both, be foreclosed, then; (1) the liability of the mortgagee, beneficiary or purchaser at such successor in interestforeclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser is the owner of the Building and/or Property and such any liability accruing thereafter shall not continue or survive after further transfer of ownership; and (2) Tenant will execute and deliver a reasonable instrument confirming such attornmentshall be deemed to have attorned, as Tenant under this Lease, to the purchaser at any foreclosure sale thereunder, and Senior Party’s assumption this Lease shall continue in force and effect as a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Article 23, "mortgagee" and "beneficiary" shall include successors and assigns of obligations under any such party, whether immediate or remote, the Lease arising thereafter (subject to purchaser of any carveouts contained in mortgage or deed of trust, whether at foreclosure or otherwise, and the SNDA)successors, assigns and mortgagees and beneficiaries of such purchaser, whether immediate or remote.

Lease Subordinate to Mortgages. Landlord represents that there is no lien (a) The interest of the Tenant hereunder shall be subordinate to the rights of any mortgagesholder of a mortgage or holder of a ground lease of property which includes the Premises (any such holder, deeds a “Mortgagee”), and executed and recorded subsequent to the date of trust this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or (b) If any Mortgagee shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior in right to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights under such mortgage or ground lease (“Major Encumbrance” ) in effect against the Property, the Building and/or the Premises as of the Effective Date. Upon request from Landlord or any ground lessor, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event any Mortgagee shall succeed to the interest of the Landlord, whether by judicial or non-judicial foreclosure or lease termination by voluntary agreement or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, ▇▇▇▇▇▇ further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the commencement preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any judicial action seeking unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgagee. (c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee. (d) No assignment of this Lease and no agreement to make or terminationaccept any surrender, Tenant will attorn termination or cancellation of this Lease and no agreement to and recognize modify so as to reduce the Senior Party Rent, change the term, or any purchaser in foreclosure as Tenant’s landlord otherwise materially change the rights of the Landlord under this Lease. Upon , or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease. (e) The Tenant agrees, within ten (10) business days following the request by such successor in interestof the Landlord, Tenant will to execute and deliver a from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable instrument confirming third party attorneys’ fees that Tenant incurs to review such attornmentagreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, and Senior Party’s assumption provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of obligations under the Lease arising thereafter $4,000 in any one instance (subject such amount to be increased, but never decreased, annually in proportion to any carveouts contained increase in the SNDACPI). (f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by ▇▇▇▇▇▇▇▇’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from ▇▇▇▇▇▇▇▇’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.

Lease Subordinate to Mortgages. Landlord represents that there is no This Lease and the rights of Tenant hereunder shall be and are hereby made subject and subordinate to the lien of any mortgages, mortgages or deeds of trust now or ground lease (“Major Encumbrance” ) in effect hereafter existing against the PropertyBuilding Complex, the Building and/or the Premises as of the Effective Date. Upon request from Landlord Property or any ground lessorboth, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease and to any Major Encumbrance and all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or extensions hereafter to be made, upon the security thereof, on condition that . Although such subordination shall be effectuated self-operating, Tenant, or its successors in interest, shall upon ▇▇▇▇▇▇▇▇’s request, execute and deliver upon the demand of Landlord any and all instruments desired by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy Landlord, subordinating, in the event of a foreclosure or ground lease terminationmanner reasonably requested by Landlord, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to any such mortgage or deed of trust and possession of the Property (subject ▇▇▇▇▇▇’s failure to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord do so upon demand shall constitute a default under this Lease. Upon request by Should any mortgage or deed of trust affecting the Building Complex, the Property or both, be foreclosed, then; (1) the liability of the mortgagee, beneficiary or purchaser at such successor in interestforeclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser is the owner of the Building Complex and/or Property and such liability shall not continue or survive after further transfer of ownership; and (2) Tenant will execute and deliver a reasonable instrument confirming such attornmentshall be deemed to have attorned, as Tenant under this Lease, to the purchaser at any foreclosure sale thereunder, and Senior Party’s assumption this Lease shall continue in force and effect as a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Article 20, “mortgagee” and “beneficiary” shall include successors and assigns of obligations under any such party, whether immediate or remote, the Lease arising thereafter (subject to purchaser of any carveouts contained in mortgage or deed of trust, whether at foreclosure or otherwise, and the SNDA)successors, assigns and mortgagees and beneficiaries of such purchaser, whether immediate or remote.