Common use of Attornment and Nondisturbance Clause in Contracts

Attornment and Nondisturbance. If a Successor Landlord succeeds to the interest of the Landlord under the Lease, and provided that such Successor Landlord has not elected to terminate the Lease as permitted by Section 3 above: (a) The Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant for the balance of the term of the Lease, or any extensions or renewals thereof contemplated by the Lease; and Tenant, for itself and all other parties bound or affected by the Lease, agrees that it will attorn to, be liable to and recognize any Successor Landlord as the owner and lessor of the Leased Premises upon the same terms and conditions as are contained in the Lease (said attornment shall be effective and self-operative without the execution of any other instruments on the part of any party hereto, immediately upon Successor Landlord succeeding to the interests of Borrower under the Lease), and Tenant shall pay rent and all other amounts due under the Lease directly to the Successor Landlord; and (b) From and after such Successor Landlord's acquisition of title, Successor Landlord shall be deemed to have assumed the Landlord's obligations under the Lease, provided, however, that the Successor Landlord shall not be: (i) liable for any act or omission of any prior landlord (including without limitation Borrower); (ii) liable for the return of any security deposit or other amount payable to Tenant upon the termination of the Lease, unless such amounts were previously actually delivered to the Successor Landlord by Borrower; (iii) be obligated to cure any default of any prior landlord (including, without limitation Borrower), which occurred prior to the date the Successor Landlord acquired title to the Leased Premises unless the default is continuing after the date the Successor Landlord acquires title; (iv) subject to any offsets or defenses which Tenant may have against any prior landlord (including without limitation Borrower); (v) bound by any rent or additional rent which Tenant might have paid for more than one (1) month in advance to any prior landlord (including without limitation Borrower), unless Lender shall have consented in writing thereto or shall have received, directly or indirectly, such rent or additional rent; or (vi) liable for any consequential damages attributable to any acts or omissions of any prior landlord (including without limitation Borrower); or (vii) obligated to restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease or any condemnation award; or (viii) liable for any damages or other relief attributable to any latent or patent defects in construction; or (ix) liable for any costs or expenses related to any indemnification or representation provided by any prior landlord (including, but not limited to, Borrower) with respect to the Property or the Leased Premises, including without limitation, (A) the presence or clean-up of any hazardous substances or materials in, on, under or about the Leased Premises or the Office Park or (B) the ability of Tenant to use the Property for any purpose; or (x) obligated to pay any expenses or damages in connection with or arising from any failure of any prior landlord (including without limitation Borrower) to enforce any restriction on use in the Office Park, or any exclusive use provisions of the Lease. (xi) bound by (A) except as otherwise specifically permitted by the terms of the Lease, any surrender or consensual termination of the Lease without Lender's consent (which consent may be withheld in Lender's sole discretion), or (B) any amendment or modification of the Lease made without Lender's prior written consent (which consent shall not be unreasonably withheld or delayed, except that Lender may withhold its consent in Lender's sole discretion to any amendment which would reduce rent or other amounts payable under the Lease, shorten the term of the Lease, materially increase any construction obligations of Landlord under the Lease or otherwise materially and adversely change the economic terms or value of the Lease).

Attornment and Nondisturbance. If a Successor Landlord succeeds to the interest of the Landlord under the Lease, and provided that such Successor Landlord has not elected to terminate the Lease as permitted by Section 3 above: (a) The If, at any time during the Term of this Lease, Landlord shall be the holder of a leasehold estate covering premises which include the Premises, and if such leasehold shall terminate or be terminated for any reason, or if, at any time during the Term a mortgage to which this Lease is subordinate shall continue in full force be foreclosed, Tenant agrees at the election and effect as a direct lease between the Successor Landlord and Tenant for the balance upon written demand of any owner of any portion of the term Property which includes the Premises, or of any mortgagee in possession thereof, or of any holder of a leasehold thereafter affecting any portion of the LeasePremises, or of any extensions purchaser at foreclosure, to attorn, from time to time, to any such owner, mortgagee, holder or renewals thereof contemplated by the Lease; and Tenant, for itself and all other parties bound or affected by the Lease, agrees that it will attorn to, be liable to and recognize any Successor Landlord as the owner and lessor of the Leased Premises purchaser (“New Landlord”) upon the same terms and conditions set forth herein for the remainder of the Term provided such New Landlord agrees not to disturb Tenant’s quiet use and enjoyment and occupancy of the Premises for the Term provided Tenant is not in default of its Lease obligations. At Tenant’s written request, Landlord shall submit a non-disturbance agreement to Landlord’s present or future lender on such lender’s customary form pursuant to which such lender shall agree that so long as are contained in Tenant performs all the Lease (said attornment shall terms, covenants and conditions of this Lease, on Tenant's part to be effective performed, Tenant's possession and self-operative without quiet use and enjoyment of the execution of any other instruments on the part of any party hereto, immediately upon Successor Landlord succeeding to the interests of Borrower Premises under the Lease), and provisions of this Lease shall not be disturbed by such lender. Landlord shall have no responsibility to Tenant shall pay rent and all hereunder other amounts due under the Lease directly than to the Successor Landlord; andsubmit a form of non-disturbance to such lender. (b) From and after such Successor Landlord's acquisition of title, Successor Landlord The foregoing provisions shall be deemed inure to have assumed the Landlord's obligations under the Lease, provided, however, that the Successor Landlord shall not be: (i) liable for any act or omission benefit of any prior landlord such owner, mortgagee, holder or purchaser (including without limitation Borrower); (ii) liable referred to as a “lender” for the return purpose of any security deposit or other amount payable to Tenant this Section 23) and shall apply notwithstanding that this Lease may terminate upon the termination of the Leaseany such leasehold estate or upon such foreclosure, unless and shall be self-operative upon any such amounts were previously actually delivered demand, without requiring any further instrument to the Successor Landlord by Borrower; (iii) be obligated give effect to cure any default such provisions. Tenant, however, upon demand of any prior landlord (includingsuch owner, without limitation Borrower)mortgagee, which occurred prior holder or purchaser, agrees to execute, from time to time, an instrument in confirmation of the date the Successor Landlord acquired title to the Leased Premises unless the default is continuing after the date the Successor Landlord acquires title; (iv) subject foregoing provisions, satisfactory to any offsets such owner, mortgagee, holder or defenses purchaser, in which Tenant may have against shall acknowledge such attornment and set forth herein and shall apply for the remainder of the term originally demised in this Lease. Nothing contained in this article shall be construed to impair any prior landlord (including without limitation Borrower); (v) bound right otherwise exercisable by any rent such owner, mortgagee, holder or additional rent which Tenant might have paid for more than one (1) month in advance to any prior landlord (including without limitation Borrower), unless Lender shall have consented in writing thereto or shall have received, directly or indirectly, such rent or additional rent; or (vi) liable for any consequential damages attributable to any acts or omissions of any prior landlord (including without limitation Borrower); or (vii) obligated to restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease or any condemnation award; or (viii) liable for any damages or other relief attributable to any latent or patent defects in construction; or (ix) liable for any costs or expenses related to any indemnification or representation provided by any prior landlord (including, but not limited to, Borrower) with respect to the Property or the Leased Premises, including without limitation, (A) the presence or clean-up of any hazardous substances or materials in, on, under or about the Leased Premises or the Office Park or (B) the ability of Tenant to use the Property for any purpose; or (x) obligated to pay any expenses or damages in connection with or arising from any failure of any prior landlord (including without limitation Borrower) to enforce any restriction on use in the Office Park, or any exclusive use provisions of the Leasepurchaser. (xi) bound by (A) except as otherwise specifically permitted by the terms of the Lease, any surrender or consensual termination of the Lease without Lender's consent (which consent may be withheld in Lender's sole discretion), or (B) any amendment or modification of the Lease made without Lender's prior written consent (which consent shall not be unreasonably withheld or delayed, except that Lender may withhold its consent in Lender's sole discretion to any amendment which would reduce rent or other amounts payable under the Lease, shorten the term of the Lease, materially increase any construction obligations of Landlord under the Lease or otherwise materially and adversely change the economic terms or value of the Lease).

Attornment and Nondisturbance. If a Successor Landlord succeeds to the interest of the Landlord under the Lease, and provided that such Successor Landlord has not elected to terminate the Lease as permitted by Section 3 above: (a) The If, at any time during the term of this Lease, the Landlord of the demised Premises shall be the holder of a leasehold estate covering premises which include the demised Premises, and if such leasehold shall terminate or be terminated for any reason, or if, at any time during the term of Lease a mortgage to which this Lease is subordinate shall continue be foreclosed, Tenant agrees at the election and upon demand of any owner of the premises which include the demised Premises, or of any mortgagee in full force possession thereof, or of any holder of a leasehold thereafter affecting premises which include the demised Premises, or of any purchaser at foreclosure, to attorn, from time to time, to any such owner, mortgagee, holder or purchaser upon the terms and effect as a direct lease between the Successor Landlord and Tenant conditions set forth herein for the balance remainder of the term demised in this Lease. Provided however, that Tenant shall not be obligated to attorn unless, if Tenant shall so request in writing, such holder, owner, mortgagee or purchaser shall execute and deliver to Tenant an instrument wherein said holder, owner, mortgagee or purchaser agrees that so long as Tenant performs all the terms, covenants and conditions of the this Lease, or any extensions or renewals thereof contemplated by the Lease; and on Tenant's part to be performed, for itself and all other parties bound or affected by the Lease, agrees that it will attorn to, be liable to and recognize any Successor Landlord as the owner and lessor of the Leased Premises upon the same terms and conditions as are contained in the Lease (said attornment shall be effective and self-operative without the execution of any other instruments on the part of any party hereto, immediately upon Successor Landlord succeeding to the interests of Borrower Tenant's possession under the Lease)provisions of this Lease shall not be disturbed by such holder, and Tenant shall pay rent and all other amounts due under the Lease directly to the Successor Landlord; andowner, mortgagee or purchaser. (b) From and after such Successor Landlord's acquisition of title, Successor Landlord The foregoing provisions shall be deemed inure to have assumed the Landlord's obligations under the Lease, provided, however, that the Successor Landlord shall not be: (i) liable for any act or omission benefit of any prior landlord (including without limitation Borrower); (ii) liable for the return of any security deposit such owner, mortgagee, holder or other amount payable to Tenant purchaser and shall apply notwithstanding that this Lease may terminate upon the termination of the Leaseany such leasehold estate or upon such foreclosure, unless and shall be self-operative upon any such amounts were previously actually delivered demand, without requiring any further instrument to the Successor Landlord by Borrower; (iii) be obligated give effect to cure any default such provisions. Tenant, however, upon demand of any prior landlord (includingsuch owner, without limitation Borrower)mortgagee, which occurred prior holder or purchaser, agrees to execute, from time to time, an instrument in confirmation of the date the Successor Landlord acquired title to the Leased Premises unless the default is continuing after the date the Successor Landlord acquires title; (iv) subject foregoing provisions, satisfactory to any offsets such owner, mortgagee, holder or defenses purchaser, in which Tenant may have against any prior landlord (including without limitation Borrower); (v) bound by any rent or additional rent which Tenant might have paid shall acknowledge such attornment and set forth herein and shall apply for more than one (1) month in advance to any prior landlord (including without limitation Borrower), unless Lender shall have consented in writing thereto or shall have received, directly or indirectly, such rent or additional rent; or (vi) liable for any consequential damages attributable to any acts or omissions of any prior landlord (including without limitation Borrower); or (vii) obligated to restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess remainder of the proceeds recovered under term originally demised in this Lease. Nothing contained in this article shall be construed to impair any insurance required to be carried under the Lease or any condemnation award; or (viii) liable for any damages or other relief attributable to any latent or patent defects in construction; or (ix) liable for any costs or expenses related to any indemnification or representation provided right otherwise exercisable by any prior landlord (including, but not limited to, Borrower) with respect to the Property or the Leased Premises, including without limitation, (A) the presence or clean-up of any hazardous substances or materials in, on, under or about the Leased Premises or the Office Park or (B) the ability of Tenant to use the Property for any purpose; or (x) obligated to pay any expenses or damages in connection with or arising from any failure of any prior landlord (including without limitation Borrower) to enforce any restriction on use in the Office Park, or any exclusive use provisions of the Lease. (xi) bound by (A) except as otherwise specifically permitted by the terms of the Lease, any surrender or consensual termination of the Lease without Lender's consent (which consent may be withheld in Lender's sole discretion), or (B) any amendment or modification of the Lease made without Lender's prior written consent (which consent shall not be unreasonably withheld or delayed, except that Lender may withhold its consent in Lender's sole discretion to any amendment which would reduce rent or other amounts payable under the Lease, shorten the term of the Lease, materially increase any construction obligations of Landlord under the Lease or otherwise materially and adversely change the economic terms or value of the Lease).any

Attornment and Nondisturbance. If a Successor Landlord succeeds to the interest of the Landlord under the Lease, and provided that such Successor Landlord has not elected to terminate the Lease as permitted by Section 3 above: (a) The Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant for the balance of the term of the Lease, or any extensions or renewals thereof contemplated by the Lease; and Tenant, for itself and all other parties bound or affected by the Lease, agrees that it will attorn to, be liable to and recognize any Successor Landlord as the owner and lessor of the Leased Premises upon the same terms and conditions as are contained in the Lease (said attornment shall be effective and self-operative without the execution of any other instruments on the part of any party hereto, immediately upon Successor Landlord succeeding to the interests of Borrower under the Lease), and Tenant shall pay rent and all other amounts due under the Lease directly to the Successor Landlord; and (b) From and after such Successor Landlord's acquisition of title, Successor Landlord shall be deemed to have assumed the Landlord's obligations under the Lease, provided, however, that the Successor Landlord shall not be: (i) liable for any act or omission of any prior landlord (including without limitation Borrower); (ii) liable for the return of any security deposit or other amount payable to Tenant upon the termination of the Lease, unless such amounts were previously actually delivered to the Successor Landlord by Borrower; (iii) be obligated to cure any default of any prior landlord (including, without limitation Borrower), which occurred prior to the date the Successor Landlord acquired title to the Leased Premises unless the default is continuing after the date the Successor Landlord acquires titleProperty; (iv) subject to any offsets or defenses which Tenant may have against any prior landlord (including without limitation Borrower); (v) bound by any rent or additional rent which Tenant might have paid for more than one (1) month in advance to any prior landlord (including without limitation Borrower), unless Lender shall have consented in writing thereto or shall have received, directly or indirectly, such rent or additional rent; or (vi) liable for any consequential damages attributable to any acts or omissions of any prior landlord (including without limitation Borrower); or (vii) obligated to restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease or any condemnation award; or (viii) liable for any damages or other relief attributable to any latent or patent defects in construction; or (ix) liable for any costs or expenses related to any indemnification or representation provided by any prior landlord (including, but not limited to, Borrower) with respect to the Property or the Leased Premises, including without limitation, (A) the presence or clean-up of any hazardous substances or materials in, on, under or about the Leased Premises or the Office Park Property or (B) the ability of Tenant to use the Property for any purpose; or (x) obligated to pay any expenses or damages in connection with or arising from any failure of any prior landlord (including without limitation Borrower) to enforce any restriction on use in the Office ParkProperty, or any exclusive use provisions of the Lease. (xi) bound by (A) except as otherwise specifically permitted by the terms of the Lease, any surrender or consensual termination of the Lease without Lender's consent (which consent may be withheld in LenderXxxxxx's sole discretion), or (B) any amendment or modification of the Lease made without LenderXxxxxx's prior written consent (which consent shall not be unreasonably withheld or delayed, except that Lender may withhold its consent in LenderXxxxxx's sole discretion to any amendment which would reduce rent or other amounts payable under the Lease, shorten the term of the Lease, materially increase any construction obligations of Landlord under the Lease or otherwise materially and adversely change the economic terms or value of the Lease).

Attornment and Nondisturbance. If a Successor Landlord succeeds and only if (a) the Lease is in full force and effect; (b) Tenant is not in default of any of its obligations under the Lease beyond any applicable notice and cure period; (c) Tenant is not in default beyond applicable notice and cure periods in performing its obligations under this Agreement; and (d) if an Enforcement Proceeding has been completed, Tenant has attorned (or attorns prior to the interest sale of Landlord's Estate pursuant to such Enforcement Proceeding) to Senior Estate Holder as required by this Agreement then, subject to the terms and conditions of this Agreement, Senior Estate Holder shall not name or join Tenant as a defendant in any Enforcement Proceeding unless such joinder is required by law in order to perfect such Enforcement Proceeding. In addition: (i) Tenant shall recognize and attorn to Senior Estate Holder as Tenant's direct Landlord under the Lease, and provided that such Successor Landlord has not elected to terminate ; (ii) Senior Estate Holder shall honor the Lease as permitted by Section 3 above: and Tenant's rights thereunder; (aiii) The the Lease and Tenant's rights thereunder shall continue in full force and effect as a direct lease between the Successor Landlord Senior Estate Holder and Tenant for in accordance with the balance terms of the term of the Lease, or any extensions or renewals thereof contemplated by the Lease; Lease and Tenant, for itself and all other parties bound or affected by the Lease, agrees that it will attorn to, be liable to and recognize any Successor Landlord as the owner and lessor of the Leased Premises upon the same terms and conditions as are contained in the Lease (said attornment shall be effective and self-operative without the execution of any other instruments on the part of any party hereto, immediately upon Successor Landlord succeeding to the interests of Borrower under the Lease), and Tenant shall pay rent and all other amounts due under the Lease directly to the Successor Landlord; and (b) From and after such Successor Landlord's acquisition of title, Successor Landlord shall be deemed to have assumed the Landlord's obligations under the Lease, provided, however, that the Successor Landlord shall not be: (i) liable for any act be terminated or omission of any prior landlord (including without limitation Borrower); (ii) liable for the return of any security deposit or other amount payable to Tenant upon the termination of the Leasedisturbed, unless such amounts were previously actually delivered to the Successor Landlord by Borrower; (iii) be obligated to cure any default of any prior landlord (including, without limitation Borrower), which occurred prior to the date the Successor Landlord acquired title to the Leased Premises unless the default is continuing after the date the Successor Landlord acquires title; (iv) subject to any offsets or defenses which Tenant may have against any prior landlord (including without limitation Borrower); (v) bound by any rent or additional rent which Tenant might have paid for more than one (1) month except in advance to any prior landlord (including without limitation Borrower), unless Lender shall have consented in writing thereto or shall have received, directly or indirectly, such rent or additional rent; or (vi) liable for any consequential damages attributable to any acts or omissions of any prior landlord (including without limitation Borrower); or (vii) obligated to restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease or any condemnation award; or (viii) liable for any damages or other relief attributable to any latent or patent defects in construction; or (ix) liable for any costs or expenses related to any indemnification or representation provided by any prior landlord (including, but not limited to, Borrower) accordance with respect to the Property or the Leased Premises, including without limitation, (A) the presence or clean-up of any hazardous substances or materials in, on, under or about the Leased Premises or the Office Park or (B) the ability of Tenant to use the Property for any purpose; or (x) obligated to pay any expenses or damages in connection with or arising from any failure of any prior landlord (including without limitation Borrower) to enforce any restriction on use in the Office Park, or any exclusive use provisions of the Lease. (xi) bound by (A) except as otherwise specifically permitted by the terms of the Lease, any surrender ; (iv) neither the commencement nor the completion of Senior Estate Holder's Enforcement Proceeding shall terminate the Lease or consensual termination disturb Tenant in the possession and use of Tenant's Premises; (v) Tenant shall have the same remedies against Senior Estate Holder for the breach of the Lease without Lenderthat Tenant would have had against Landlord if the Enforcement Proceeding had not been completed; and (vi) Senior Estate Holder shall have the same remedies against Tenant for Tenant's consent (which consent may be withheld in Lender's sole discretion), or (B) any amendment or modification breach of the Lease made without Lender's prior written consent that Landlord would have had against Tenant if the Enforcement Proceeding had not been completed (which consent shall not be unreasonably withheld or delayed"i" through "vi," collectively, except that Lender may withhold its consent in Lender's sole discretion to any amendment which would reduce rent or other amounts payable under the Lease, shorten the term of the Lease, materially increase any construction obligations of Landlord under the Lease or otherwise materially and adversely change the economic terms or value of the Leasean "ATTORNMENT").