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 any lien of the holder of any future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 attornment agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request). Tenant shall not be 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 any the present or future lien of any first mortgage (and at Landlord's election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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 of any subordination of this Lease shall be conditioned upon Landlord delivering mortgage executes and delivers to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached hereto as Exhibit 15.01 E (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in such other form as such Exhibit E) in which the mortgagee may reasonably request). agrees that Tenant shall not be required 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 any subordination, and deliver to Tenant a 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 any agreement the form attached hereto as Exhibit F, with such changes as Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 mortgagee 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 closing of the construction loan for the Base Building Workapprove. 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 (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 shallagainst Landlord; (iii) unless consented to by such mortgagee, if requested 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 mortgagee, 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 Tenant has been designated notice, simultaneously with the default notice delivered to Tenant in writing, Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s 's 30 day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) 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 that which 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 any the lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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; , provided that any subordination of this Lease shall be conditioned upon Landlord delivering such mortgagee executes and delivers to Tenant a written, recordable subordination, non-disturbance and attornment agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached hereto as Exhibit 15.01 (J or in such other form as such mortgagee may request and as is reasonably requestacceptable to Tenant. 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 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 (except that such approval shall not be 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage any amendment to which this Lease that is subject as 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 execution date is mortgagee’s interest in the Property; or (vi) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by Tenant. Tenant agrees that certain 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 “Existing Mortgage”priority of its lease) to Anglo Irish Bank Corporation plc, dated September 29, 2005, and recorded at Book 38144, Page 301 this Lease effective upon either notice from such holder to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry of the Suffolk County Registry deeds of Deeds. Landlord shall provide to Tenant, within 45 days after the date of this Lease, a written agreement from the lender (and upon an instrument in which Tenant may rely) such holder subordinates its rights under the Existing Mortgage confirming that such lender will deliver a discharge mortgage or partial release of the Existing Mortgage upon the issuance of a building permit and closing of the construction loan for the Base Building Worklease. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant shallalleges that Landlord is in default under any of Landlord’s obligations under this Lease, if requested Tenant agrees to give the holder of any mortgage, by Landlord or registered mail, a copy of any mortgagee, give notice of any alleged non-performance on default that is served upon Landlord, provided that prior to such notice, Tenant has been notified in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise) of the part address of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to holder. Tenant in writing, and Tenant further agrees that such mortgagee if Landlord shall have a separatefailed 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, consecutive reasonable cure period of no less than 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 reasonably extended in the same manner Landlord’s cure period is to be extended and for cured within such 30-day period, then such holder shall have such additional periods time as is may be necessary to allow cure such Mortgagee default, if within such 30-day period such holder has commenced and is diligently pursuing the remedies necessary to take possession of the Property) following Landlord’s effect such cure period during which such mortgagee may(including, but need notnot limited to, cure any non-performance by Landlordcommencement of foreclosure proceedings, if necessary, to effect such cure). The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operativeIf, but in confirmation 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 shall execute and deliver will not unreasonably withhold, delay or condition its consent thereto, provided that such modifications do not materially increase the subordination, nondisturbance and attornment agreement in obligations of Tenant hereunder or materially adversely affect the form of Exhibit 15.01 (or in such other form as such mortgagee may reasonably request)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 the present or future lien of any mortgage (and at Landlord’s election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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; provided and that Tenant shall attorn to any subordination of this Lease shall be conditioned upon Landlord delivering such mortgagee succeeding to Tenant a written, recordable subordination, non-disturbance and attornment agreement from the mortgagee seeking to have this Lease subordinated to its Landlord’s interest in the form attached as Exhibit 15.01 (Property by foreclosure, deed in lieu of foreclosure, or in such other form as otherwise, promptly after the giving of notice by such mortgagee may reasonably request). requiring such attornment, provided however, that Landlord uses reasonable efforts to cause the mortgagee of any mortgage to execute and deliver to Tenant an agreement on such mortgagee’s standard form in which the mortgagee agrees that Tenant shall not be required to execute any subordination, non-disturbance and disturbed in its possession upon Tenant’s 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgagemortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Landlord represents Tenant agrees that any mortgagee may at its option unilaterally elect to subordinate, in whole or in part and warrants that by instrument in form and substance satisfactory to such mortgagee alone, the only mortgage to which this Lease is subject as lien of the execution date is that certain its mortgage (or the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 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 shallagainst Landlord; (iii) unless consented to by such mortgagee, if requested 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; (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 mortgagee, 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 Tenant has been designated notice, simultaneously with the default notice delivered to Tenant in writing, Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s 30 day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s cure period during which such mortgagee may, but need not, cure any non-performance nonperformance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that which 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 any the present or future lien of any first mortgage (and at Landlord’s election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building Demised 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 of any mortgage executes and delivers to Tenant an agreement in the form attached hereto as Exhibit “C” (or otherwise on any commercially reasonable form containing terms not materially less favorable to Tenant than those set forth in Exhibit “C” and otherwise reasonably acceptable to Tenant) 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 and further provided that the subordination of this Lease to any subordination mortgage entered into after the date of this Lease shall be conditioned upon Landlord delivering to the express condition that so long as Tenant a written, recordable subordination, non-disturbance is not in default beyond any applicable notice and attornment agreement from the mortgagee seeking to have cure periods under this Lease subordinated and Tenant agrees to its interest in attorn to the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request). Tenant shall not be required to execute any subordinationpurchaser at a foreclosure sale, non-disturbance and attornment agreement and Tenant’s rights under this Lease shall not be subordinate recognized by such purchaser. Tenant agrees that any mortgagee may at its option unilaterally elect to any junior mortgage where a mortgagee having priority over such junior mortgage has prohibited execution of a further subordinationsubordinate, nondisturbance in whole or in part and attornment agreement by instrument in any agreement with Tenant form and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of the execution date is that certain its mortgage (or the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant may rely) under the Existing Mortgage confirming ; provided that such lender will deliver a discharge or partial release of the Existing Mortgage upon the issuance of a building permit and closing of the construction loan for the Base Building Workinstrument shall contain terms not materially less favorable than those set forth in Exhibit “C”. 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 equity of redemption (or terminates or succeeds to a new lease 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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Subject to the provisions of any subordination, non-disturbance and attornment agreement entered into by Tenant shall, if requested by Landlord or 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 Landlord (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) bound by any prepayment of more than two months’ payment of Fixed Rent or Additional Rent (except estimated payments of 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. 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 Tenant has been designated received written notice, simultaneously with the default notice delivered to Tenant in writing, Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s 30 day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) 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 Demised 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 that which may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Demised Premises. This Section 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, but in confirmation thereof; nevertheless, Tenant shall execute agrees to execute, acknowledge and deliver the any subordination, nondisturbance attornment or priority agreements or other instruments conforming to the provisions of this Section 8 (and attornment agreement being otherwise commercially reasonable and reasonably acceptable to Tenant) from time to time requested by Landlord or any mortgagee in furtherance of the form 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 Exhibit 15.01 this Lease (or in such other form as such mortgagee may reasonably requestincluding 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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 . With respect to future liens of any mortgage hereafter granted, Landlord will request that any subordination of this Lease shall be conditioned upon Landlord delivering the mortgagee execute and deliver to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request) 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). 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 execute remove any subordinationperson occupying the Premises or any part thereof, non-disturbance 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 attornment agreement by instrument in form 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 subordination agreement in the form of Exhibit 15.01 (or in such other form as such any 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 holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 to any existing mortgage as of the Date of Lease shall be conditioned upon Landlord delivering to Tenant a written, recordable subordinationSubordination, nonNon-disturbance Disturbance and attornment agreement Attornment Agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 16.01. With respect to future liens of any mortgage hereafter granted, Landlord shall provide to Tenant an agreement (in the form of Exhibit 16.01 or in such other form as such mortgagee may reasonably requestrequest provided such form is substantially consistent with the provisions of this Section 16.01 and Exhibit 16.01) in which the mortgagee agrees that such mortgagee shall not disturb Tenant in its possession of the Premises under the terms of the Lease 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). 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 execute remove any subordinationperson occupying the Premises or any part thereof, non-disturbance 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 attornment agreement by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in clause (i), above, shall be deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its obligation to comply with the obligations of Landlord under 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 from and attornment agreement in any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 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 closing of the construction loan for the Base Building Worksuccession. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, 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 thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building Premises (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “"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 the holder(s) of this Lease shall be conditioned upon Landlord delivering such mortgage(s) executes and delivers to Tenant a writtenwritten and recordable agreement in such mortgagee's customary form ("SNDA"), recordable subordination, non-disturbance and attornment agreement from in which such mortgagee agrees that such mortgagee shall not disturb Tenant in its possession of the mortgagee seeking to have this Lease subordinated to its interest Premises or in the form attached as Exhibit 15.01 (or in such enjoyment of its other form as rights hereunder, upon Tenant's attornment to such mortgagee may reasonably requestas Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant shall not be 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 use commercially reasonable efforts to Tenantcause 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, within 45 days after Tenant shall have the right to either (i) terminate this Lease by giving written notice to Landlord stating the date of this Lease, a written agreement from the lender (and upon which Tenant may relyagrees to surrender the Premises, which date shall be the Expiration Date hereunder or (ii) under suspend the Existing Mortgage confirming that payments of Annual Base Rent and any additional rent or other sums due to Landlord hereunder until such lender will deliver a discharge or partial release of date as Landlord delivers the Existing Mortgage upon the issuance of a building permit and closing of the construction loan for the Base Building WorkSNDA to Tenant. Tenant agrees that this Lease shall survive 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 merger lien of estates of ground its mortgagee (or improvementsthe priority of its ground lease) lessor to some or all provisions of this Lease. Except as may be provided in any subordination agreement between mortgagee and lesseeTenant, if any. Until until a mortgagee (either superior or subordinate to this Lease) either takes possession of the Premises or 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 (hereunder, and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s 's interest and then only as limited herein). No mortgagee shall be bound by any payment of rent more than one (1) month in advance unless it shall have consented thereto. Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated pursuant to Tenant in writing, Section 8.1; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less more than thirty (30) days (to be reasonably extended in the same manner Landlord’s 's cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s 's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 Xxxxxx agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any the present or future lien of any first mortgage, (and at Landlord's election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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; 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 which the mortgagee agrees that Tenant shall not be disturbed in its possession upon Xxxxxx's attornment to such mortgagee as Landlord and performance of its Lease covenants (both of which conditions Xxxxxx agrees with all mortgagees to perform). Xxxxxx agrees that any subordination 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 Lease. Landlord shall be conditioned upon Landlord delivering use reasonable efforts to Tenant a written, recordable subordination, non-disturbance obtain an amended nondisturbance and attornment agreement from the Landlord's existing mortgagee seeking to have this Lease subordinated to its interest in the on such mortgagee's customary form attached as Exhibit 15.01 (or in and shall request such other form as such mortgagee may reasonably request). Tenant shall not be 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 any agreement with Tenant and has not consented within 30 days after executing this Lease. Landlord shall use good faith efforts to Tenant so executing obtain a subordination, nondisturbance and attornment agreement with respect to from any future mortgagee of Landlord on such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 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 closing of the construction loan for the Base Building Workmortgagee's customary form. Tenant agrees that this Lease shall survive the merger of estates of 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). No mortgagee shall be bound by any payment of rent more than one month in advance. Tenant shall, if requested by Landlord Xxxxxxxx or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, mortgagee; and Tenant Xxxxxx agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s 's 30 day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) or more than 60 days following Landlord’s 's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that which 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 any the lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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; , provided that any subordination of this Lease shall be conditioned upon Landlord delivering such mortgagee executes and delivers to Tenant a written, recordable subordination, non-disturbance and attornment agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached hereto as Exhibit 15.01 (J or in such other form as such mortgagee may request and as is reasonably requestacceptable to Tenant. 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 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 (except that such approval shall not be 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage any amendment to which this Lease that is subject as 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 execution date is mortgagee’s interest in the Property; or (vi) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by Tenant. Tenant agrees that certain 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 “Existing Mortgage”priority of its lease) to Anglo Irish Bank Corporation plc, dated September 29, 2005, and recorded at Book 38144, Page 301 this Lease effective upon either notice from such holder to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry of the Suffolk County Registry deeds of Deeds. Landlord shall provide to Tenant, within 45 days after the date of this Lease, a written agreement from the lender (and upon an instrument in which Tenant may rely) such holder subordinates its rights under the Existing Mortgage confirming that such lender will deliver a discharge mortgage or partial release of the Existing Mortgage upon the issuance of a building permit and closing of the construction loan for the Base Building Worklease. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant shallalleges that Landlord is in default under any of Landlord’s obligations under this Lease, if requested Tenant agrees to give the holder of any mortgage, by Landlord or certified mail, a copy of any mortgagee, give notice of any alleged non-performance on default that is served upon Landlord, provided that prior to such notice, Tenant has been notified in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise) of the part address of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to holder. Tenant in writing, and Tenant further agrees that such mortgagee if Landlord shall have a separatefailed 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, consecutive reasonable cure period of no less than 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 reasonably extended in the same manner Landlord’s cure period is to be extended and for cured within such 30-day period, then such holder shall have such additional periods time as is may be necessary to allow cure such Mortgagee default, if within such 30-day period such holder has commenced and is diligently pursuing the remedies necessary to take possession of the Property) following Landlord’s effect such cure period during which such mortgagee may(including, but need notnot limited to, cure any non-performance by Landlordcommencement of foreclosure proceedings, if necessary, to effect such cure). The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that may be accepted by taking a mortgage (or entering into a ground or improvements lease) of the Premises. This Section shall be self-operativeIf, but in confirmation 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 shall execute and deliver will not unreasonably withhold, delay or condition its consent thereto, provided that such modifications do not materially increase the subordination, nondisturbance and attornment agreement in obligations of Tenant hereunder or materially adversely affect the form of Exhibit 15.01 (or in such other form as such mortgagee may reasonably request)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 the present or future lien of any first mortgage (and at Landlord’s election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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 and that Tenant shall attorn to any subordination of this Lease shall be conditioned upon Landlord delivering such mortgagee succeeding to Tenant a written, recordable subordination, non-disturbance and attornment agreement from the mortgagee seeking to have this Lease subordinated to its Landlord’s interest in the form attached as Exhibit 15.01 (Property by foreclosure, deed in lieu of foreclosure, or in such other form as otherwise, promptly after the giving of notice by such mortgagee may reasonably request). requiring such attornment; provided, however, that the mortgagee of any mortgage executes and delivers to Tenant an agreement in the mortgagee’s customary form in which the mortgagee agrees that Tenant shall not be required disturbed in Tenant’s 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. Landlord shall cause its current mortgagee to execute any subordination, and deliver to Tenant a written subordination and 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 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 closing of the construction loan for the Base Building Workrecordable form. 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 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 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 shallagainst Landlord; (iii) unless consented to by such mortgagee, if requested bound by any previous amendment or modification of the Lease or by any previous prepayment of more than one (1) month’s payment of Base 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 mortgagee, 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 Tenant has been designated notice, simultaneously with the default notice delivered to Tenant in writing, Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s thirty (30) day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) 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 this 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 that which 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)Property.

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any the present or future lien of any first mortgage, (and at Landlord's election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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; provided however, that any with respect to future liens, such subordination of this Lease only shall be conditioned upon Landlord delivering effective if the mortgagee of any mortgage hereafter granted executes and delivers to Tenant a written, recordable subordination, non-disturbance an agreement in form and attornment agreement from substance reasonably satisfactory to Tenant in which the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request). agrees that Tenant shall not be required to execute any subordinationdisturbed in its possession, 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 any agreement with for which Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect attorns to such junior mortgagemortgagee as its possession, Lease covenants (both of which Landlord and performance of its conditions Tenant agrees with all mortgagees to perform). Landlord represents Tenant agrees that any mortgagee may at its option unilaterally elect to subordinate, in whole or in part and warrants that by instrument in form and substance satisfactory to such mortgagee alone, the only mortgage to which this Lease is subject as lien of the execution date is that certain its mortgage (or the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of 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). No mortgagee shall be bound by any payment of rent more than one month in advance. Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, 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 thirty (30) 30 days (to be reasonably extended in the same manner following a Landlord’s 's cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession Landlord of the Property) following Landlord’s cure period 30 days during which such mortgagee may, but need not, cure any "non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee to constitute a continuing offer to any person that which 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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building Premises (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “"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 provided, --------- however that any subordination of this Lease shall be conditioned upon Landlord delivering the mortgagee executes and delivers to Tenant a writtenwritten and ------- recordable agreement, recordable subordinationin form reasonably satisfactory to Tenant, non-disturbance and attornment agreement from in which the mortgagee seeking to have this Lease subordinated to agrees that such mortgagee shall not disturb Tenant in its interest possession of the Premises or in the form attached as Exhibit 15.01 (or in such enjoyment of its other form as rights hereunder, upon Tenant's attornment to such mortgagee may reasonably requestas Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Tenant shall not be required agrees that any present or future mortgagee may at its option unilaterally elect to execute any subordinationsubordinate, non-disturbance in whole or in part and attornment agreement by instrument in form 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Except as may be provided in any subordination agreement between mortgagee and Tenant, if any. Until until a mortgagee (either superior or subordinate to this Lease) either takes possession of the Premises or 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 (hereunder, and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s 's interest and then only as limited herein). No mortgagee shall be bound by any payment of rent more than one month in advance unless it shall have consented thereto. Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated pursuant to Tenant in writing, Section 8.1; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less more than thirty (30) days (to be reasonably extended in the same manner Landlord’s 's cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s 's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 Xxxxxx agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 . With respect to future liens of any mortgage hereafter granted, Xxxxxxxx will request that any subordination of this Lease shall be conditioned upon Landlord delivering the mortgagee execute and deliver to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request) in which the mortgagee agrees that such mortgagee shall not disturb Tenant in its possession of the Premises upon Xxxxxx’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). 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 execute remove any subordinationperson occupying the Premises or any part thereof, non-disturbance 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 attornment agreement by instrument in form 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds LandlordXxxxxxxx’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee mortgagee, provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant Xxxxxx agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Property) following LandlordXxxxxxxx’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 subordination agreement in the form of Exhibit 15.01 (or in such other form as such any 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 holder of any future mortgage, and to the rights of any lessor under any ground or improvements lease lease, of the 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 , subject to and in accordance with the following terms and provisions. Concurrently with the execution and delivery of this Lease Lease, Landlord shall be conditioned upon Landlord delivering to Tenant provide a written, recordable subordination, non-disturbance and attornment agreement (an “SNDA”) from the existing mortgagee seeking to have this Lease subordinated to its interest for the Property in the form attached as Exhibit 15.01 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 (ii) in such mortgagee’s substantially equivalent form or other commercially reasonable form as 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 to make changes to such mortgagee may reasonably request)substantially equivalent or other commercially reasonable form of SNDA. Tenant shall not be required to execute enter into any subordinationSNDA for, non-disturbance and attornment agreement and this Lease shall not be subordinate to to, any junior mortgage where a mortgagee having priority over such junior mortgage has prohibited execution of a further subordination, nondisturbance and attornment agreement SNDA in any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement SNDA with respect to such junior mortgage. Landlord represents 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 warrants that by instrument in form and substance satisfactory to such mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. 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 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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee mortgagee, provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 SNDA in the form of Exhibit 15.01 (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 any the present or future lien of any mortgage (and at Landlord’s election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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; provided and that Tenant shall attorn to any subordination of this Lease shall be conditioned upon Landlord delivering such mortgagee succeeding to Tenant a written, recordable subordination, non-disturbance and attornment agreement from the mortgagee seeking to have this Lease subordinated to its Landlord’s interest in the form attached as Exhibit 15.01 (Property by foreclosure, deed in lieu of foreclosure, or in such other form as otherwise, promptly after the giving of notice by such mortgagee may reasonably request). requiring such attornment, provided however, that Landlord uses reasonable efforts to cause the mortgagee of any mortgage to execute and deliver to Tenant an agreement on such mortgagee’s standard form in which the mortgagee agrees that Tenant shall not be required to execute any subordination, non-disturbance and disturbed in its possession upon Tenant’s 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgagemortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Landlord represents Tenant agrees that any mortgagee may at its option unilaterally elect to subordinate, in whole or in part and warrants that by instrument in form and substance satisfactory to such mortgagee alone, the only mortgage to which this Lease is subject as lien of the execution date is that certain its mortgage (or the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 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 shallagainst Landlord; (iii) unless consented to by such mortgagee, if requested 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; (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 mortgagee, 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 Tenant has been designated notice, simultaneously with the default notice delivered to Tenant in writing, Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s 30 day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that which 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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 thereof With respect to future liens of any mortgage hereafter granted, the foregoing subordination of this Lease shall will be conditioned upon Landlord the mortgagee executing and delivering to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other commercially reasonable form as such mortgagee may reasonably request) 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). 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 execute remove any subordinationperson occupying the Premises or any part thereof, non-disturbance except if such person claims under the mortgagee, but, in all instances, such mortgagee shall be bound by Tenant’s offset and attornment agreement 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 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 by instrument in form and attornment agreement in any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written . Landlord will use commercially reasonable efforts to obtain an agreement from the lender existing mortgagee (and upon in such commercially reasonable form as such mortgagee may request) in which Tenant may rely) under the Existing Mortgage confirming mortgagee agrees that such lender will deliver a discharge or partial release mortgagee shall not disturb Tenant in its possession of the Existing Mortgage Premises upon the issuance Tenant’s execution thereof and attornment to such mortgagee as Landlord and performance of a building permit and closing of the construction loan for the Base Building Workits Lease covenants (which conditions Tenant agrees with all mortgagees to perform). Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses succeeds to Landlord’s equity 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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance nonperformance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 subordination agreement in the form of Exhibit 15.01 (or in such other commercially reasonable form as such any mortgagee may reasonably request).

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 holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 . With respect to future liens of any subordination of mortgage hereafter granted, this Lease shall be conditioned upon superior thereto unless Landlord delivering obtains from the mortgagee and delivers to Tenant a written, recordable subordination, non-disturbance and attornment nondisturbance agreement from the mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as of Exhibit 15.01 (or in such other form as such mortgagee may reasonably request). Tenant shall not be 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 any agreement with F. Tenant and has not consented to Tenant so executing a subordination, the existing mortgagee shall execute and deliver such nondisturbance and attornment agreement simultaneously with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, a written agreement from in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lender lien of its mortgagee (and upon which Tenant may relyor the priority of its ground lease) under the Existing Mortgage confirming that such lender will deliver a discharge to some or partial release all provisions of the Existing Mortgage upon the issuance of a building permit and closing of the construction loan for the Base Building Workthis Lease. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated pursuant to Tenant in writingSection 10.1, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 . With respect to future liens of any mortgage hereafter granted, Landlord will request that any subordination of this Lease shall be conditioned upon Landlord delivering the mortgagee execute and deliver to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from the mortgagee seeking to have this Lease subordinated to its interest (in the form attached as of Exhibit 15.01 (M or in such other form as such mortgagee may reasonably request) 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). 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 execute remove any subordinationperson occupying the Premises or any part thereof, non-disturbance 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 attornment agreement by instrument in form 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the PropertyProperty but not to exceed 180 days) following Landlord’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 subordination agreement in the form of Exhibit 15.01 M (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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 . With respect to future liens of any mortgage hereafter granted, Landlord will request that the mortgagee execute and deliver to Tenant an agreement (in such commercially reasonable form as such mortgagee may request) 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). 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 subordination 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 mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Notwithstanding anything to the contrary herein, Landlord shall be conditioned upon Landlord delivering exercise commercially reasonable efforts to Tenant obtain for Tenant, a written, recordable duly-executed subordination, non-disturbance and attornment agreement from the existing mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request). Tenant shall not be 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 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 closing of the construction loan for the Base Building WorkBuilding. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 subordination agreement in the form of Exhibit 15.01 (or in such other form as such any 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 holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 . The foregoing subordination of this Lease shall be conditioned upon Landlord delivering the mortgagee’s execution and delivery to Tenant an agreement (in a written, commercially reasonable and recordable subordination, non-disturbance and attornment agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request)provide, consistent with its usual practice) 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 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 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 execute remove any subordinationperson occupying the Premises or any part thereof, non-disturbance 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 attornment agreement by instrument in form 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended 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-non- performance by Landlord. Nothing in this Section 16.01 shall affect Tenant’s rights under Section 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 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 subordination agreement in the form of Exhibit 15.01 (or in such other form as such any 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 the present or future lien of the holder of any future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 thereof and that any subordination of Tenant shall continue to perform its obligations under this Lease and shall be conditioned upon Landlord delivering attorn to Tenant a written, recordable subordination, non-disturbance and attornment agreement from the any such mortgagee seeking succeeding to have this Lease subordinated to its Landlord’s interest in the form attached as Exhibit 15.01 (Premises by foreclosure, deed in lieu of foreclosure, or in such other form as otherwise, promptly after the giving of notice by such mortgagee may reasonably request). Tenant requiring such attornment, provided that Tenant’s quiet possession of the Premises shall not be required to execute disturbed so long as Tenant is not in default beyond any subordination, non-disturbance applicable notice 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 cure periods under this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive 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 merger lien of estates its mortgage to some or all provisions of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, 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 Tenant has been designated notice, simultaneously with the default notice delivered to Tenant in writingLandlord. Within ten (10) business days after Landlord’s request, and Tenant agrees that such mortgagee shall have to execute, acknowledge and deliver to Landlord a separatesubordination, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 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 form mortgagee to cure defaults of Exhibit 15.01 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 other form as such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant may reasonably requesthave against any prior landlord (including Landlord).

Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any the present or future lien of any mortgage (and at Landlord’s election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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; provided , and that Tenant shall attorn to any subordination of this Lease shall be conditioned upon Landlord delivering such mortgagee succeeding to Tenant a written, recordable subordination, non-disturbance and attornment agreement from the mortgagee seeking to have this Lease subordinated to its Landlord’s interest in the form attached as Exhibit 15.01 (Property by foreclosure, deed in lieu of foreclosure, or in such other form as otherwise, promptly after the giving of notice by such mortgagee may reasonably request). requiring such attornment, subject however, to the mortgagee agreeing in writing that Tenant shall not be required to execute any subordination, non-disturbance and disturbed in its possession upon Tenant’s 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. mortgagee as Landlord represents and warrants that the only mortgage performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to Anglo Irish Bank Corporation plc, dated September 29, 2005, and recorded at Book 38144, Page 301 of the Suffolk County Registry of Deedsperform). Landlord shall provide use commercially reasonable efforts to Tenantcause 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, within 45 days after in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the date lien of its mortgage (or the priority of its ground lease) to some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 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 shallagainst Landlord; (iii) unless consented to by such mortgagee, if requested 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; (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 mortgagee, 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 Tenant has been designated notice, simultaneously with the default notice delivered to Tenant in writing, Landlord; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s 30 day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that which 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. 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 any lien of the holder of any future mortgage, and to the rights of any lessor under any ground or improvements lease lease, of the 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 shall, if no Event of Default then exists, be conditioned upon Landlord delivering to Tenant a written, recordable subordination, non-disturbance and attornment agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (H or in such other substantially equivalent form 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 H. Tenant shall not be 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 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 closing of the construction loan for the Base Building Work. 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 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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee mortgagee, provided that an address for such mortgagee has been designated to Tenant in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s cure period is to be extended 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 15.01 (H or in such other substantially equivalent form as such mortgagee may reasonably request).

Subordination and Superiority of Lease. Tenant Xxxxxx agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to any the present or future lien of any first mortgage, (and at Landlord's election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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; provided however, that with respect to future liens, the mortgagee of any subordination of this Lease shall be conditioned upon Landlord delivering mortgage hereafter granted executes and delivers to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from in which the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request). agrees that Tenant shall not be required to execute any subordination, non-disturbance and disturbed in its possession upon Xxxxxx's 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. mortgagee as Landlord represents and warrants that the only mortgage performance of its Lease covenants (both of which conditions Xxxxxx agrees with all mortgagees to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to Anglo Irish Bank Corporation plc, dated September 29, 2005, and recorded at Book 38144, Page 301 of the Suffolk County Registry of Deedsperform). Landlord shall provide use reasonable efforts to Tenantobtain such a nondisturbance agreement from the present mortgagee of the Building. Xxxxxx agrees that any mortgagee may at its option unilaterally elect to subordinate, within 45 days after in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the date lien of its mortgage (or the priority of its ground lease) to some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of 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). No mortgagee shall be bound by any payment of rent more than one month in advance. Tenant shall, if requested by Landlord Xxxxxxxx or any mortgagee, give notice of any alleged non-non- performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, mortgagee; and Tenant Xxxxxx agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s Xxxxxxxx's 30 day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s 's cure period during which such mortgagee may, but need not, cure any non-performance by LandlordXxxxxxxx. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that which 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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “mortgage"MORTGAGE,” " and the holder or lessor thereof from time to time as a “mortgagee”"MORTGAGEE"), and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof; provided . With respect to future liens of any mortgage hereafter granted, Landlord will request that any subordination of this Lease shall be conditioned upon Landlord delivering the mortgagee execute and deliver to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request) 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). 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 execute remove any subordinationperson occupying the Premises or any part thereof, non-disturbance 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 attornment agreement by instrument in form 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of 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 - 49 - 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). Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant Tenant, in writing, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) days (to be reasonably extended in the same manner Landlord’s 's cure period is to be extended 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 agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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 subordination 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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building Premises (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “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 provided, however, that with respect to future liens of any subordination of this Lease shall be conditioned upon Landlord mortgage hereafter granted the foregoing agreement is subject to such mortgagee executing and delivering to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from the mortgagee seeking to have this Lease subordinated to its interest in the form attached as of Exhibit 15.01 (D or in such other form as such mortgagee may reasonably requestrequire in which the mortgagee agrees in substance that such mortgagee shall not disturb Tenant in its possession of the Premises upon Tenant’s attornment to such mortgagee as Landlord and the performance of 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 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 succeed to 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 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 Property of which the Premises are a part, or (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 execute remove any subordination, non-disturbance and attornment agreement and this Lease shall not be subordinate to person occupying the Premises or any junior mortgage where a mortgagee having priority over such junior mortgage has prohibited execution of a further subordination, nondisturbance and attornment agreement in any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgage. Landlord represents and warrants that the only mortgage to which this Lease is subject as of the execution date is that certain mortgage (the “Existing Mortgage”) to 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 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 closing of the construction loan for the Base Building Workpart thereof. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) improvements lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) Lease forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein)obligations. Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated given to Tenant in writing, Tenant; and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s cure period is to be extended and for including reasonable extensions to all such additional periods as is necessary mortgagee to allow such Mortgagee to take obtain possession of the Property) following Landlord’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that which 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 any the present or future lien of any first mortgage, (and at Landlord’s election, to the holder lien of any future mortgage, subordinate mortgage or mortgages) and to the rights of any lessor under any ground or improvements lease of the Building 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; provided however, that the holder of any subordination of this Lease shall be conditioned upon Landlord delivering mortgage now existing or hereafter granted executes and delivers to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from in such mortgagee’s standard form in which the mortgagee seeking to have this Lease subordinated to its interest in the form attached as Exhibit 15.01 (or in such other form as such mortgagee may reasonably request). agrees that Tenant shall not be required to execute named a party in any subordination, non-disturbance foreclosure action by such mortgagee and attornment agreement and this Lease Tenant shall not be subordinate to disturbed in its possession of the Premises or any junior mortgage where a mortgagee having priority over such junior mortgage has prohibited execution of a further subordination, nondisturbance and Tenant’s rights under this Lease upon Tenant’s attornment agreement in any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect to such junior mortgagemortgagee as Landlord and performance of its Lease covenants (both of which conditions Tenant agrees with all mortgagees to perform). Landlord represents Tenant agrees that any mortgagee may at its option unilaterally elect to subordinate, in whole or in part and warrants that by instrument in form and substance satisfactory to such mortgagee alone, the only mortgage to which this Lease is subject as lien of the execution date is that certain its mortgage (or the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease, a written agreement from the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee, if any. Until a mortgagee (either superior or subordinate to this Lease) forecloses Landlord’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 obligations (and such mortgagee shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). No mortgagee shall be bound by any payment of rent more than one (1) month in advance. Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated to Tenant in writing, 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 thirty (30) days (to be reasonably extended in the same manner Landlord’s thirty (30) day cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person that which 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 any lien of the holder of any existing or future mortgage, and to the rights of any lessor under any ground or improvements lease of the Building Premises (all mortgages and ground or improvements leases of any priority are collectively referred to in this Lease as “"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; provided provided, however, that with respect to future liens of any subordination of this Lease shall be conditioned upon Landlord delivering mortgage hereafter granted the mortgagee executes and delivers to Tenant a written, recordable subordination, non-disturbance and attornment an agreement from the mortgagee seeking to have this Lease subordinated to its interest (in the form attached as of Exhibit 15.01 (G or in such other form as such mortgagee may reasonably request) in which the mortgagee agrees that such mortgagee shall not 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 shall not be required agrees that any present or future mortgagee may at its option unilaterally elect to execute any subordinationsubordinate, non-disturbance in whole or in part and attornment agreement by instrument in form 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 any agreement with Tenant and has not consented to Tenant so executing a subordination, nondisturbance and attornment agreement with respect substance satisfactory to such junior mortgage. Landlord represents and warrants that mortgagee alone, the only mortgage to which this Lease is subject as lien of its mortgagee (or the execution date is that certain mortgage (the “Existing Mortgage”priority of its ground lease) to 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 some or all provisions of this Lease. Tenant and Lender's mortgagee are executing simultaneously with the execution of this Lease the Subordination, a written agreement from Nondisturbance and Attornment Agreement in the lender (and upon which Tenant 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 closing of the construction loan for the Base Building Work. form attached as Exhibit G. Tenant agrees that this Lease shall survive the merger of estates of 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). No mortgagee shall be bound by any payment of rent more than one month in advance. Tenant shall, if requested by Landlord or any mortgagee, give notice of any alleged non-performance on the part of Landlord to any such mortgagee provided that an address for such mortgagee has been designated pursuant to Tenant in writingSection 10.1, and Tenant agrees that such mortgagee shall have a separate, consecutive reasonable cure period of no less than thirty (30) 30 days (to be reasonably extended in the same manner Landlord’s 's cure period is to be extended and for such additional periods as is necessary to allow such Mortgagee to take possession of the Propertyextended) following Landlord’s 's cure period during which such mortgagee may, but need not, cure any non-performance by Landlord. The agreements in this Lease with respect to the rights and powers of a mortgagee constitute a continuing offer to any person 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).