Common use of Subordination and Superiority of Lease Clause in Contracts

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage (and at Landlord's election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "mortgage" and the holder or lessor thereof from time to time as a "mortgagee"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee of any mortgage executes and delivers to Tenant an agreement in the form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant shall not be disturbed in its possession upon Tenant's attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) following Landlord's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future any lien of any first mortgage (and at Landlord's election, to the lien holder of any subordinate mortgage or mortgages) future mortgage, and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; provided that any subordination of this Lease shall be conditioned upon Landlord delivering to Tenant a written, recordable subordination, non-disturbance and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that attornment agreement from the mortgagee of any mortgage executes and delivers seeking to Tenant an agreement have this Lease subordinated to its interest in the form attached hereto as Exhibit E 15.01 (or otherwise on any commercially reasonable in such other form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the as such mortgagee agrees that may reasonably request). Tenant shall not be disturbed required to execute any subordination, non-disturbance and attornment agreement and this Lease shall not be subordinate to any junior mortgage where a mortgagee having priority over such junior mortgage has prohibited execution of a further subordination, nondisturbance and attornment agreement in its possession upon Tenant's any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such mortgagee junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant agrees the execution date is that any 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 certain mortgage (or the priority of its ground lease“Existing Mortgage”) to some or all provisions Anglo Irish Bank Corporation plc, dated September 29, 2005, and recorded at Book 38144, Page 301 of the Suffolk County Registry of Deeds. Landlord shall provide to Tenant, within 45 days after the date of this Lease. , a written agreement from the lender (and upon which Tenant shall cause its current mortgagee to execute may rely) under the Existing Mortgage confirming that such lender will deliver a discharge or partial release of the Existing Mortgage upon the issuance of a building permit and deliver to Tenant a subordination non-disturbance agreement in closing of the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approveconstruction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which provided that an address for such mortgagee has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination, nondisturbance and attornment agreement in the form of Exhibit 15.01 (or in such other form as such mortgagee may reasonably request).

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage (and at Landlord's ’s election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Demised Premises (collectively referred to in this Lease as a "“mortgage" ” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's ’s interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee of any mortgage executes and delivers to Tenant an agreement in the form attached hereto as Exhibit E “C” (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E“C” and otherwise reasonably acceptable to Tenant) in which the mortgagee agrees that Tenant shall not be disturbed in its possession upon Tenant's ’s attornment to such mortgagee as Landlord and performance of its Lease covenants (both and further provided that the subordination of which conditions this Lease to any mortgage entered into after the date of this Lease shall be upon the express condition that so long as Tenant is not in default beyond any applicable notice and cure periods under this Lease and Tenant agrees with all mortgagees to perform)attorn to the purchaser at a foreclosure sale, Tenant’s rights under this Lease shall be recognized by such purchaser. Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant ; provided that such instrument shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement contain terms not materially less favorable than those set forth in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve“C”. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates in the case of a ground or improvements lease)) or operates the Demised Premises, through a receiver or otherwise, no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any Subject to the provisions of any subordination, non-disturbance and attornment agreement entered into by Tenant and any mortgagee, any mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease, unless such act or omission continues after the date of such attornment; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against LandlordLandlord (other than a credit pursuant to the express provisions of Section 12 and Section 13.2 below of which such a mortgagee has been given written notice pursuant to the provisions of Section 12 and Section 13.2); (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's two months’ payment of Annual Fixed Rent or additional rent Additional Rent (except estimated payments of additional rent)Additional Rent) unless and to the extent such amounts have been actually received by such a mortgagee; (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; or (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has received written notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's ’s 30 day cure period is to be extended) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Demised Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's ’s taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Demised Premises. If from time to time Landlord assigns this Lease or the rents payable hereunder to any person, whether such assignment is conditional in nature or otherwise, such assignment shall not be deemed an assumption by the assignee of any obligations of Landlord prior to the date of such assignment; but the assignee shall be responsible only for non-performance of Landlord’s obligations which occur after it succeeds to and only while it holds Landlord’s interest in the Demised Premises. The provisions of this paragraph shall be self-operative; nevertheless, Tenant agrees to execute, acknowledge and deliver any subordination, attornment or priority agreements or other instruments conforming to the provisions of this Section 8 (and being otherwise commercially reasonable and reasonably acceptable to Tenant) from time to time requested by Landlord or any mortgagee in furtherance of the foregoing, and further agrees that its failure to do so within fifteen (15) business days after written demand shall be subject to the default provisions of this Lease (including but not limited to any applicable notice and cure periods).

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present lien of the holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ”, and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions extensions, replacements and consolidations thereof; and , provided that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee of any mortgage executes and delivers to Tenant an a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (J or otherwise on any commercially reasonable in such other form containing terms not materially less favorable as such mortgagee may request and as is reasonably acceptable to Tenant. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant than those upon all of the terms, conditions and covenants as are set forth in Exhibit E) in which this Lease, except that the mortgagee agrees that Tenant shall not be disturbed (i) liable in its possession upon Tenant's attornment any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except to the extent to which Tenant previously notified such mortgagee in writing of such default and such default continues during such mortgagee’s period of ownership; (ii) responsible for any monies held by or on deposit with Landlord to the credit of Tenant unless received by the holder (it being agreed that Landlord shall remain responsible for such monies until delivered to such holder); (iii) subject to any counterclaim or setoff that 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 as Landlord (except that such approval shall not be required with respect to any amendment to this Lease that is ratifying the exercise by Tenant of any rights that Tenant has under this Lease (e.g., rights of extension and expansion)); (v) liable to Tenant beyond the mortgagee’s interest in the Property; or (vi) responsible for the performance of its any work to be done by Landlord under this Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform)render the Premises ready for occupancy by Tenant. Tenant agrees that any present or future mortgagee (or any holder of a ground or improvements lease) 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver Lease effective upon either notice from such holder to Tenant a subordination non-disturbance agreement in the form attached hereto same fashion as Exhibit F, with notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry of deeds of an instrument in which such changes as Tenant and holder subordinates its rights under such mortgagee may approvemortgage or lease. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the holder of any mortgage, by registered mail, a copy of any notice of default that is served upon Landlord, provided that prior to such notice, Tenant has been notified in writing (or any other successor whether by way of notice of an assignment of lease, request to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosureexecute an estoppel letter, or otherwise) of the address of any such holder. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided in Section 16.02 below or such additional time as may be provided in such notice to Landlord, such holder shall have thirty (30) days after the last date on which Landlord could have cured such default within which such holder will be permitted to cure such default. If such default cannot be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any creditcured within such 30-day period, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by then such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee holder shall have a separatesuch additional time as may be necessary to cure such default, consecutive reasonable if within such 30-day period such holder has commenced and is diligently pursuing the remedies necessary to effect such cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) following Landlord's cure period during which such mortgagee mayincluding, but need notnot limited to, cure any non-performance by Landlord. The foregoing shall not relieve commencement of foreclosure proceedings, if necessary, to effect such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Propertycure). The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. If, in connection with obtaining financing for the Property or any portion thereof, a bank, insurance company, pension trust or other institutional lender shall request reasonable modifications to this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or condition its consent thereto, provided that such modifications do not materially increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn . With respect to future liens of any such mortgagee succeeding to Landlord's interest in the Property by foreclosuremortgage hereafter granted, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, Landlord will request that the mortgagee of any mortgage executes execute and delivers deliver to Tenant an agreement (in the such form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit Esuch mortgagee may request) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's ’s execution thereof and attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless actually received by the 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, (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 (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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which provided that an address for such mortgagee has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination agreement in such form as any mortgagee may request.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage (and at Landlord's ’s election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "“mortgage" ” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's ’s interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that Landlord uses reasonable efforts to cause the mortgagee of any mortgage executes to execute and delivers deliver to Tenant an agreement in the on such mortgagee’s standard form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant shall not be disturbed in its possession upon Tenant's ’s attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's ’s payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's ’s 30 day cure period is to be extended) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance nonperformance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Landlord represents and warrants that, as of the Lease Date, there is no mortgage on the Property or the Project Land to which this Lease is subject. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future any lien of any first mortgage (and at Landlord's election, to the lien holder of any subordinate mortgage or mortgages) future mortgage, and to the rights of any lessor under any ground or improvements lease lease, of the Premises Building or the Property (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; provided that any subordination of this Lease shall, if no Event of Default then exists, be conditioned upon Landlord delivering to Tenant a written, recordable subordination, non-disturbance and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that attornment agreement from the mortgagee of any mortgage executes and delivers seeking to Tenant an agreement have this Lease subordinated to its interest in the form attached hereto as Exhibit E (H or otherwise on any commercially reasonable in such other substantially equivalent form containing terms not materially less favorable to Tenant than those as such mortgagee may reasonably request. Such subordination, non-disturbance and attornment agreement shall include, among other things, provisions for the application of casualty insurance proceeds for the restoration of the Building substantially in the form set forth in Section 4.3 of Exhibit E) in which the mortgagee agrees that H. Tenant shall not be disturbed in its possession upon Tenant's attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee required to execute and deliver to Tenant a subordination any subordination, non-disturbance and attornment agreement and this Lease shall not be subordinate to any junior mortgage where a mortgagee having priority over such junior mortgage has prohibited execution of a further subordination, nondisturbance and attornment agreement in the form attached hereto as Exhibit F, any agreement with such changes as Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such mortgagee may approvejunior mortgage. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) improvements lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee, provided that an address for such mortgagee of which has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section 15.1 shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination, nondisturbance and attornment agreement in the form of Exhibit H or in such other substantially equivalent form as such mortgagee may reasonably request.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosureprovided, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee with respect to future liens of any mortgage executes hereafter granted the foregoing agreement is subject to such mortgagee executing and delivers delivering to Tenant an agreement in the form attached hereto of Exhibit D or in such other form as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) such mortgagee may require in which the mortgagee agrees in substance that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's ’s attornment to such mortgagee as Landlord and the performance of its Tenant’s Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant agrees with any mortgagee now or hereafter holding a mortgage that if any such mortgagee, its designee or any purchaser at a foreclosure sale shall cause its current mortgagee succeed to execute and deliver the interest of Landlord under this Lease then, notwithstanding anything in this Lease to the contrary, such mortgagee, designee or purchaser shall not be (a) liable to Tenant a subordination non-disturbance agreement for any act, neglect or default on the part of Landlord or liable on account of any fact, circumstance or condition existing prior to the date such mortgagee, designee or purchaser succeeds to Landlord’s interest, or (b) subject to any counterclaims, offsets or defenses which Tenant might have against Landlord, or (c) bound by any rent which Tenant paid for more than one month in advance, or (d) bound by any security deposit or last month rent that Tenant paid unless the same shall actually have been received by such mortgagee expressly as security for Tenant’s performance of the Lease, or (e) bound by any amendment or modification of the Lease made without such mortgagee’s prior written consent, or (f) liable under the Lease beyond such mortgagee’s, designee’s or purchaser’s interest in the form attached hereto as Exhibit FProperty of which the Premises are a part, with such changes as Tenant and such mortgagee may approveor (g) responsible for the performance of any construction or other work to be done by Landlord or any tenant improvement allowance to be paid by Landlord, or (h) required to remove any person occupying the Premises or any part thereof. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) improvements lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) Lease forecloses Landlord's ’s equity of redemption (or terminates in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein)’s obligations. Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which Tenant provided that an address for such mortgagee has notice, simultaneously with the default notice delivered been given to LandlordTenant; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended including reasonable extensions to all such mortgagee to obtain possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage (and at Landlord's ’s election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Property (collectively referred to in this Lease as a "“mortgage" ” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's ’s interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment; provided, provided however, that the mortgagee of any mortgage executes and delivers to Tenant an agreement in the mortgagee’s customary form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant shall not be disturbed in its Tenant’s possession upon Tenant's ’s attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant Landlord shall cause its current mortgagee to execute and deliver to Tenant a written subordination and non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approverecordable form. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be be: (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one (1) month's ’s payment of Annual Fixed Base Rent or additional rent Additional Rent (except estimated payments of additional rentAdditional Rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 ’s thirty (30) day cure period is to be extended) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the this Lease and which continue at the time of such mortgagee's ’s taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the PremisesProperty.

Subordination and Superiority of Lease. Subject to the provisions of the non-disturbance agreement, as provided in this Section 9.1, Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn . With respect to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee future liens of any mortgage executes hereafter granted, this Lease shall be superior thereto unless Landlord obtains from the mortgagee and delivers to Tenant an a nondisturbance agreement substantially in the form attached hereto as of Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to F. Tenant than those set forth in Exhibit E) in which and the existing mortgagee agrees that Tenant shall not be disturbed in its possession upon Tenant's attornment to execute and deliver such mortgagee as Landlord and performance nondisturbance agreement simultaneously with the execution of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform)this Lease. 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease)) except as otherwise agreed in any nondisturbance agreement, no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which Tenant provided that an address for such mortgagee has noticebeen designated pursuant to Section 10.1, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extended) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage mortgage, (and at Landlord's election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "mortgage" and the holder or lessor thereof from time to time as a "mortgagee"), " and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that with respect to future liens, such subordination only shall be effective if the mortgagee of any mortgage hereafter granted executes and delivers to Tenant an agreement in the form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable and substance reasonably satisfactory to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant shall not be disturbed in its possession upon Tenant's attornment possession, and for which Tenant attorns to such mortgagee as Landlord and performance of its possession, Lease covenants (both of which Landlord and performance of its conditions Tenant agrees with all mortgagees to perform). Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's equity of redemption (or terminates in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any No mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification payment of the Lease or by any previous prepayment of rent more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of month in advance. Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any creditsshall, except for services, repairs, maintenance and restoration provided for under the Lease to be performed if requested by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall mortgagee, give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlordsuch mortgagee; and Tenant agrees that such mortgagee Mortgagee shall have a separate, consecutive reasonable cure period to Landlord of 30 days of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) following a Landlord's cure period to Landlord of 30 days during which such mortgagee may, but need not, cure any "non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee to constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; . The foregoing subordination shall be conditioned upon the mortgagee’s execution and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee of any mortgage executes and delivers delivery to Tenant an agreement (in the form attached hereto as Exhibit E (or otherwise on any a commercially reasonable and recordable form containing terms not materially less favorable to Tenant than those set forth in Exhibit Eas such mortgagee may Execution reasonably provide, consistent with its usual practice) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's ’s execution thereof and attornment to such mortgagee as Landlord so long as there exists no Event of Default hereunder. Such agreement shall provide that 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 mortgagor as Landlord under this Lease, (ii) responsible for any monies owing by or on deposit with mortgagor as Landlord to the credit of Tenant, (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against mortgagor as 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 before the same is due under this Lease, which was not approved in writing by the mortgagee, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of its any work to be done by the Landlord under this Lease covenants to render the Premises ready for occupancy by the Tenant, or (both of which conditions Tenant agrees with all mortgagees vii) required to perform)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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which provided that an address for such mortgagee has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-non- performance by Landlord. The foregoing Nothing in this Section 16.01 shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default affect Tenant’s rights under the Lease and which continue at the time of such mortgagee's taking title to the PropertySection 6.02(c). The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination agreement in such form as any mortgagee may request.

Subordination and Superiority of Lease. Tenant agrees that this -------------------------------------- Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "mortgage," and the holder or lessor thereof from time to time as a "mortgagee"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosureprovided, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, --------- however that the mortgagee of any mortgage executes and delivers to Tenant an agreement a written and ------- recordable agreement, in the form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable reasonably satisfactory to Tenant than those set forth in Exhibit E) Tenant, in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises or in the enjoyment of its other rights hereunder, upon Tenant's attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until Except as may be provided in any subordination agreement between mortgagee and Tenant, until a mortgagee (either superior or subordinate to this Lease) either takes possession of the Premises or forecloses Landlord's equity of redemption (or terminates in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's obligations (hereunder, and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any No mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification payment of the Lease or by any previous prepayment of rent more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of month in advance unless it shall have consented thereto. Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any creditsshall, except for services, repairs, maintenance and restoration provided for under the Lease to be performed if requested by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which Tenant provided that an address for such mortgagee has notice, simultaneously with the default notice delivered been designated pursuant to LandlordSection 8.1; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less more than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) following Landlord's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant Xxxxxx agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage mortgage, (and at Landlord's election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "mortgage" and the holder or lessor thereof from time to time as a "mortgagee"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that with respect to future liens, the mortgagee of any mortgage or the holder of any ground or improvement lease hereafter granted executes and delivers to Tenant an agreement in the form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant shall not be disturbed in its possession upon TenantXxxxxx's attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant Xxxxxx agrees with all mortgagees to perform). Tenant Xxxxxx agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant Landlord shall cause its current use reasonable efforts to obtain an amended nondisturbance and attornment agreement from Landlord's existing mortgagee on such mortgagee's customary form and shall request such a nondisturbance and attornment agreement within 30 days after executing this Lease. Landlord shall use good faith efforts to execute obtain a nondisturbance and deliver to Tenant a subordination non-disturbance attornment agreement in the form attached hereto as Exhibit F, with from any future mortgagee of Landlord on such changes as Tenant and such mortgagee may approvemortgagee's customary form. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any No mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification payment of the Lease or by any previous prepayment of rent more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenantmonth in advance. Tenant shall shall, if requested by Xxxxxxxx or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlordsuch mortgagee; and Tenant Xxxxxx agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) or more than 60 days following Landlord's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage (and at Landlord's ’s election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "“mortgage" ” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's ’s interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that Landlord uses reasonable efforts to cause the mortgagee of any mortgage executes to execute and delivers deliver to Tenant an agreement in the on such mortgagee’s standard form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant shall not be disturbed in its possession upon Tenant's ’s attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's ’s payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's ’s 30 day cure period is to be extended) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage (and at Landlord's ’s election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "“mortgage" ” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; , and that Tenant shall attorn to any such mortgagee succeeding to Landlord's ’s interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided subject however, that to the mortgagee of any mortgage executes and delivers to Tenant an agreement agreeing in the form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees writing that Tenant shall not be disturbed in its possession upon Tenant's ’s attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Landlord shall use commercially reasonable efforts to cause the mortgagee of any mortgage to execute and deliver to Tenant an agreement to such effect on such mortgagee’s standard form. Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's ’s payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's ’s 30 day cure period is to be extended) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "mortgage," and the holder or lessor thereof from time to time as a "mortgagee"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee holder(s) of any mortgage such mortgage(s) executes and delivers to Tenant an a written and recordable agreement in the such mortgagee's customary form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) "SNDA"), in which the such mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises or in the enjoyment of its other rights hereunder, upon Tenant's attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Landlord shall use commercially reasonable efforts to cause all existing mortgagee(s) to execute and deliver to Tenant an SNDA; and in the event Landlord shall fail to deliver such SNDA to Tenant immediately after Landlord shall have received the Letter of Credit, Tenant shall have the right to either (i) terminate this Lease by giving written notice to Landlord stating the date upon which Tenant agrees to surrender the Premises, which date shall be the Expiration Date hereunder or (ii) suspend the payments of Annual Base Rent and any additional rent or other sums due to Landlord hereunder until such date as Landlord delivers the SNDA to Tenant. 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current Except as may be provided in any subordination agreement between mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit FTenant, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until until a mortgagee (either superior or subordinate to this Lease) either takes possession of the Premises or forecloses Landlord's equity of redemption (or terminates in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's obligations (hereunder, and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any No mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification payment of the Lease or by any previous prepayment of rent more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv1) required to account for any security deposit of month in advance unless it shall have consented thereto. Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any creditsshall, except for services, repairs, maintenance and restoration provided for under the Lease to be performed if requested by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which Tenant provided that an address for such mortgagee has notice, simultaneously with the default notice delivered been designated pursuant to LandlordSection 8.1; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less more than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) following Landlord's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant Xxxxxx agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage mortgage, (and at Landlord's election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "mortgage" and the holder or lessor thereof from time to time as a "mortgagee"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that with respect to future liens, the mortgagee of any mortgage hereafter granted executes and delivers to Tenant an agreement in the form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant shall not be disturbed in its possession upon TenantXxxxxx's attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant Xxxxxx agrees with all mortgagees to perform). Tenant Landlord shall use reasonable efforts to obtain such a nondisturbance agreement from the present mortgagee of the Building. Xxxxxx agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any No mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification payment of the Lease or by any previous prepayment of rent more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenantmonth in advance. Tenant shall shall, if requested by Xxxxxxxx or any mortgagee, give notice of any alleged non-non- performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlordsuch mortgagee; and Tenant Xxxxxx agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner LandlordXxxxxxxx's 30 day cure period is to be extended) following Landlord's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the PropertyXxxxxxxx. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"), ”) and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn . With respect to future liens of any such mortgagee succeeding to Landlord's interest in the Property by foreclosuremortgage hereafter granted, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, Landlord will request that the mortgagee of any mortgage executes execute and delivers deliver to Tenant an agreement (in the form attached hereto as Exhibit E (or otherwise on any such commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit Eas such mortgagee may request) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's ’s execution thereof and attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (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, (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 (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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant Notwithstanding anything to the contrary herein, Landlord shall cause its current mortgagee exercise commercially reasonable efforts to execute and deliver to Tenant obtain for Tenant, a subordination duly-executed subordination, non-disturbance and attornment agreement in from the form attached hereto as Exhibit F, with such changes as Tenant and such existing mortgagee may approveof the Building. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which provided that an address for such mortgagee has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination agreement in such form as any mortgagee may request.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage (and at Landlord's election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "mortgage" and the holder or lessor thereof from time to time as a "mortgagee"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; thereof and that Tenant shall continue to perform its obligations under this Lease and shall attorn to any such mortgagee succeeding to Landlord's ’s interest in the Property Premises by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that Tenant’s quiet possession of the mortgagee of any mortgage executes and delivers to Tenant an agreement in the form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant Premises shall not be disturbed so long as Tenant is not in its possession upon Tenant's attornment to such mortgagee as Landlord default beyond any applicable notice and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform)cure periods under this Lease. Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord. Within ten (10) business days after Landlord’s request, Tenant agrees to execute, acknowledge and deliver to Landlord a subordination, non-disturbance and attornment agreement (and/or a tenant estoppel referenced in Section 12.7) in form and substance required by Landlord’s lender. Such instrument may contain, among other things, commercially reasonable provisions in favor of mortgagee including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any payment of rent or other sum due under this Lease for more than 1 month in advance, or (ii) any amendment or modification of this Lease made without the express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) the breach of any warranties or obligations relating to construction of improvements on the Property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by mortgagee; and Tenant agrees that such (c) neither mortgagee nor any successor-in-interest shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) following Landlord's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer subject to any person offsets or defenses which Tenant may be accepted by taking a mortgage have against any prior landlord (or entering into a ground or improvements lease) of the Premisesincluding Landlord).

Subordination and Superiority of Lease. Tenant Xxxxxx agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn . With respect to future liens of any such mortgagee succeeding to Landlord's interest in the Property by foreclosuremortgage hereafter granted, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, Xxxxxxxx will request that the mortgagee of any mortgage executes execute and delivers deliver to Tenant an agreement (in the such form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit Esuch mortgagee may request) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's Xxxxxx’s execution thereof and attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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 (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any 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, (e) liable beyond mortgagee’s interest in the Property, (f) 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 (g) 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's Xxxxxxxx’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee, provided that an address for such mortgagee of which has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant Xxxxxx agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's Xxxxxxxx’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination agreement in such form as any mortgagee may request.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "mortgageMORTGAGE," and the holder or lessor thereof from time to time as a "mortgageeMORTGAGEE"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn . With respect to future liens of any such mortgagee succeeding to Landlord's interest in the Property by foreclosuremortgage hereafter granted, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, Landlord will request that the mortgagee of any mortgage executes execute and delivers deliver to Tenant an agreement (in the such form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit Esuch mortgagee may request) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's execution thereof and attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (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, (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 (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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's equity of redemption (or terminates or succeeds to a new - 49 - lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which Tenant provided that an address for such mortgagee has noticebeen designated to Tenant, simultaneously with the default notice delivered to Landlord; in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination agreement in such other form as such mortgagee may request.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and provided that Tenant shall attorn any subordination of this Lease to any such existing mortgage as of the Date of Lease shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the mortgagee succeeding seeking to Landlord's have this Lease subordinated to its interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee form attached as Exhibit 16.01. With respect to future liens of any mortgage executes and delivers hereafter granted, Landlord shall provide to Tenant an agreement (in the form attached hereto of Exhibit 16.01 or in such other form as such mortgagee may reasonably request provided such form is substantially consistent with the provisions of this Section 16.01 and Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E16.01) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises under the terms of the Lease upon Tenant's ’s execution thereof and attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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, (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 except to the extent of setoffs expressly provided pursuant to Section 10.04(c)-2 of Exhibit 10.04(c), (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, (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 (provided that nothing in this clause (vi) shall prohibit Tenant from exercising its express remedy to terminate this Lease as set forth in Section 3.01, above), 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant Nothing in clause (i), above, shall cause be deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its current mortgagee obligation to execute comply with the obligations of Landlord under this Lease from and deliver to Tenant a subordination non-disturbance agreement in after the form attached hereto as Exhibit F, with date of such changes as Tenant and such mortgagee may approvesuccession. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which provided that an address for such mortgagee has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that (except with respect to the Outside Delivery Date in Section 3.01) such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such mortgagee to take possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination, nondisturbance and attornment agreement in the form of Exhibit 16.01 (or in such other form as such mortgagee may reasonably request) provided such form is substantially consistent with the provisions of this Section 16.01.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future any lien of any first mortgage (and at Landlord's election, to the lien holder of any subordinate mortgage or mortgages) future mortgage, and to the rights of any lessor under any ground or improvements lease lease, of the Premises Building or the Property (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; , subject to and that Tenant in accordance with the following terms and provisions. Concurrently with the execution and delivery of this Lease, Landlord shall attorn to any such provide a written, recordable subordination, non-disturbance and attornment agreement (an “SNDA”) from the existing mortgagee succeeding to Landlord's interest in for the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee of any mortgage executes and delivers to Tenant an agreement in the form attached hereto as Exhibit E J, which is in a form reasonably acceptable to Tenant. With respect to any future mortgagee, if and for so long as there is no Event of Default, Tenant’s obligation to subordinate this Lease under the first sentence of this Section 15.1 to any future mortgage shall be conditioned on such future mortgagee providing an SNDA that is either (i) substantially in the form attached as Exhibit J or otherwise on any (ii) in such mortgagee’s substantially equivalent form or other commercially reasonable form containing terms not materially less favorable of SNDA; provided that Tenant shall pay to Landlord or the applicable mortgagee all reasonable administrative fees and expenses (including reasonable attorneys’ fees) incurred in connection with any request, if any, by Tenant than those set forth in Exhibit E) in which the mortgagee agrees that to make changes to such substantially equivalent or other commercially reasonable form of SNDA. Tenant shall not be disturbed required to enter into any SNDA for, and this Lease shall not be subordinate to, any junior mortgage where a mortgagee having priority over such junior mortgage has prohibited execution of a further SNDA in its possession upon Tenant's attornment any agreement with Tenant and has not consented to Tenant so executing a SNDA with respect to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform)junior mortgage. Notwithstanding the foregoing, 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) improvements lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee, provided that an address for such mortgagee of which has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section 15.1 shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the SNDA in the form of Exhibit J or in such other substantially equivalent form as such mortgagee may reasonably request.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present lien of the holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ”, and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions extensions, replacements and consolidations thereof; and , provided that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee of any mortgage executes and delivers to Tenant an a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (J or otherwise on any commercially reasonable in such other form containing terms not materially less favorable as such mortgagee may request and as is reasonably acceptable to Tenant. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the mortgagee and Tenant than those upon all of the terms, conditions and covenants as are set forth in Exhibit E) in which this Lease, except that the mortgagee agrees that Tenant shall not be disturbed (i) liable in its possession upon Tenant's attornment any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except to the extent to which Tenant previously notified such mortgagee in writing of such default and such default continues during such mortgagee’s period of ownership; (ii) responsible for any monies held by or on deposit with Landlord to the credit of Tenant unless received by the mortgagee (it being agreed that Landlord shall remain responsible for such monies until delivered to such mortgagee); (iii) subject to any counterclaim or setoff that 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, either of which was not approved in writing by the mortgagee as Landlord (except that such approval shall not be required with respect to any amendment to this Lease that is ratifying the exercise by Tenant of any rights that Tenant has under this Lease (e.g., rights of extension and expansion)); (v) liable to Tenant beyond the mortgagee’s interest in the Property; or (vi) responsible for the performance of its any work to be done by Landlord under this Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform)render the Premises ready for occupancy by Tenant. Tenant agrees that any present or future mortgagee (or any holder of a ground or improvements lease) 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver Lease effective upon either notice from such holder to Tenant a subordination non-disturbance agreement in the form attached hereto same fashion as Exhibit F, with notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry of deeds of an instrument in which such changes as Tenant and holder subordinates its rights under such mortgagee may approvemortgage or lease. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the holder of any mortgage, by certified mail, a copy of any notice of default that is served upon Landlord, provided that prior to such notice, Tenant has been notified in writing (or any other successor whether by way of notice of an assignment of lease, request to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosureexecute an estoppel letter, or otherwise) of the address of any such holder. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided in Section 16.02 below or such additional time as may be provided in such notice to Landlord, such holder shall have thirty (30) days after the last date on which Landlord could have cured such default within which such holder will be permitted to cure such default. If such default cannot be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any creditcured within such 30-day period, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by then such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee holder shall have a separatesuch additional time as may be necessary to cure such default, consecutive reasonable if within such 30-day period such holder has commenced and is diligently pursuing the remedies necessary to effect such cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) following Landlord's cure period during which such mortgagee mayincluding, but need notnot limited to, cure any non-performance by Landlord. The foregoing shall not relieve commencement of foreclosure proceedings, if necessary, to effect such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Propertycure). The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. If, in connection with obtaining financing for the Property or any portion thereof, a bank, insurance company, pension trust or other institutional lender shall request reasonable modifications to this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or condition its consent thereto, provided that such modifications do not materially increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn thereof With respect to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee future liens of any mortgage executes hereafter granted, the foregoing subordination will be conditioned upon the mortgagee executing and delivers delivering to Tenant an agreement (in the form attached hereto as Exhibit E (or otherwise on any such commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit Eas such mortgagee may request) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's ’s execution thereof and attornment to such mortgagee as Landlord ,and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant except to the extent any deposit is actually received by 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, (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 (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee, but, in all instances, such mortgagee shall be bound by Tenant’s offset and termination rights under Section 11.03 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current Landlord will use commercially reasonable efforts to obtain an agreement from the existing mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement (in the such commercially reasonable form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approverequest) in which the mortgagee agrees that such mortgagee shall not disturb Tenant in its possession of the Premises upon Tenant’s execution thereof and attornment to such mortgagee as Landlord and performance of its Lease covenants (which conditions Tenant agrees with all mortgagees to perform). Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses succeeds to Landlord's equity ’s interest in the Premises after foreclosure or voluntary deed in lieu of redemption foreclosure or otherwise (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance nonperformance on the part of Landlord to any such mortgagee of which provided that an address for such mortgagee has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination agreement in such commercially reasonable form as any mortgagee may request.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "mortgage," and the holder holder(s) or lessor lessor(s) thereof from time to time as a "mortgagee"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosureprovided, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee with respect to future liens of any mortgage hereafter granted the mortgagee executes and delivers to Tenant an agreement (in the form attached hereto of Exhibit G or in such other form as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit Esuch mortgagee may request) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current and Lender's mortgagee to execute are executing simultaneously with the execution of this Lease the Subordination, Nondisturbance and deliver to Tenant a subordination non-disturbance agreement Attornment Agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. G. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's equity of redemption (or terminates in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's interest and then only as limited herein). Any No mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification payment of the Lease or by any previous prepayment of rent more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of month in advance. Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any creditsshall, except for services, repairs, maintenance and restoration provided for under the Lease to be performed if requested by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which Tenant provided that an address for such mortgagee has noticebeen designated pursuant to Section 10.1, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days (to be reasonably extended in the same manner Landlord's 30 day cure period is to be extended) following Landlord's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any first mortgage mortgage, (and at Landlord's ’s election, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises (collectively referred to in this Lease as a "“mortgage" ” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn to any such mortgagee succeeding to Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, that the mortgagee holder of any mortgage now existing or hereafter granted executes and delivers to Tenant an agreement in the such mortgagee’s standard form attached hereto as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit E) in which the mortgagee agrees that Tenant shall not be named a party in any foreclosure action by such mortgagee and Tenant shall not be disturbed in its possession of the Premises or any of Tenant’s rights under this Lease upon Tenant's ’s attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant agrees that any 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 mortgage (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates in the case of a ground or improvements lease), no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any No mortgagee (or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification payment of the Lease or by any previous prepayment of rent more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv1) required to account for any security deposit of month in advance. Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any creditsshall, except for services, repairs, maintenance and restoration provided for under the Lease to be performed if requested by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall mortgagee, give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlordsuch mortgagee; and Tenant agrees that except as provided in Section 7.8.2 (as to which mortgagee shall have a cure period coterminous with Landlord provided that notice is sent to mortgagee simultaneously to the notice sent to Landlord) such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 ’s thirty (30) day cure period is to be extended) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the present holder of any existing or future lien of any first mortgage (and at Landlord's electionmortgage, to the lien of any subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Premises Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as a "“mortgage" ,” and the holder or lessor thereof from time to time as a "“mortgagee"”), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; and that Tenant shall attorn . With respect to future liens of any such mortgagee succeeding to Landlord's interest in the Property by foreclosuremortgage hereafter granted, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided however, Landlord will request that the mortgagee of any mortgage executes execute and delivers deliver to Tenant an agreement (in the form attached hereto of Exhibit M or in such other form as Exhibit E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit Esuch mortgagee may request) in which the mortgagee agrees that Tenant such mortgagee shall not be disturbed disturb Tenant in its possession of the Premises upon Tenant's ’s execution thereof and attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). 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, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (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, (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 (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 mortgage mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Tenant shall cause its current mortgagee to execute and deliver to Tenant a subordination non-disturbance agreement in the form attached hereto as Exhibit F, with such changes as Tenant and such mortgagee may approve. Tenant agrees that this Lease shall survive the merger of estates of any ground (or improvements) lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord's ’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), ) no mortgagee shall be liable for failure to perform any of Landlord's ’s obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord's ’s interest and then only as limited herein). Any mortgagee (Tenant shall, if requested by Landlord or any other successor to Landlord acquiring the Property by foreclosure, deed in lieu of foreclosure, or otherwise) shall not be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one month's payment of Annual Fixed Rent or additional rent (except estimated payments of additional rent); (iv) required to account for any security deposit of Tenant other than any security deposit actually delivered to such mortgagee by Landlord; (v) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Lease to be performed by Landlord after the date of such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shall give notice of any alleged non-performance on the part of Landlord to any such mortgagee of which provided that an address for such mortgagee has been designated to Tenant has noticein writing, simultaneously with the default notice delivered to Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 thirty (30) days (to be reasonably extended in the same manner Landlord's 30 day ’s cure period is to be extendedextended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property but not to exceed 180 days) following Landlord's ’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The foregoing shall not relieve such mortgagee of the obligation to remedy or cure any conditions at the Premises the existence of which constitutes a Landlord default under the Lease and which continue at the time of such mortgagee's taking title to the Property. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person which that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver the subordination agreement in the form of Exhibit M (or in such other form as such mortgagee may request).