Common use of Attornment and Recognition Clause in Contracts

Attornment and Recognition. (a) If the Lease shall be terminated or the interest of Tenant under the Sublease shall be transferred to Lessor (x) Subtenant shall be bound to Lessor under all of the then executory terms, covenants and conditions of the Sublease (except as provided in Section 4(c) below) for the balance of the term thereof remaining with the same force and effect as if Lessor were the sublandlord under the Sublease, (y) Lessor shall recognize the rights of Subtenant under the Sublease and (z) the Sublease shall continue in full force as a direct lease between Subtenant and Lessor and the respective executory rights and obligations of Subtenant and Lessor, to the extent of the then remaining balance of the term of the Sublease, and except as otherwise provided in Section 4(c) below, shall be and are the same as set forth therein; provided that, Lessor shall not: (i) be liable for any act or omission of or default by Tenant or any prior sublandlord under the Sublease except to the extent such act, omission or default is continued by Lessor and accrues during or is otherwise applicable to the period after the date that Tenant’s interest in such Sublease shall have been transferred to Lessor; (ii) be subject to any credits, claims, setoffs or defenses which such subtenant might have against Tenant or any prior sublandlord as a result of any acts or omissions of Tenant or any prior sublandlord; (iii) be, subject to clause (vi) hereinbelow, bound by any fixed rent, additional rent or other amounts which such subtenant may have paid to Tenant more than thirty (30) days in advance of the month to which such payments relate, and all such prepaid rent and additional rent shall remain due and owing without regard to such prepayment, except for payment of the first month’s fixed rent or basic rent upon the execution of such Sublease and prepayments of additional rent made on account of operating expenses and real estate taxes in accordance with the terms of such Sublease; (iv) be bound by any amendment, modification or cancellation of the Sublease or surrender of such subleased premises made without Lessor’s prior written consent (provided that communications between Tenant and such subtenant of an administrative nature relating to the ordinary course of operation or tenancy of the Subleased Premises that do not purport to be amendments or modifications of such Sublease and do not materially affect the rights of Tenant or Subtenant shall not be deemed amendments or modifications for purposes of the foregoing); (v) be responsible for the making of repairs in or to the Real Property in the case of damage or destruction of the Real Property or any part thereof due to fire or other casualty occurring prior to the date Lessor succeeds to the interest of Tenant under such Sublease or by reason of a condemnation occurring prior to the date Lessor succeeds to the interest of Tenant under such Sublease unless Lessor shall be obligated under the Lease to make such repairs; (vi) be obligated to make any payment to the Subtenant required to be made by Tenant except for (x) the timely return of any security deposit actually received by Lessor and (y) the credit or refund to the Subtenant as provided in the Sublease of any prepayment of rent or other charges paid by Subtenant if such prepayment is actually received by Lessor; and (vii) be responsible for any obligation of Tenant to perform any improvement in the space affected by the Sublease in order to prepare the same for Subtenant’s occupancy thereof (excluding ongoing routine maintenance and repair obligations that arise from and after the transfer of the Sublease to Lessor). (b) Subtenant hereby attorns to Lessor as its landlord, upon the terms and conditions herein set forth, said attornment to be effective and self-operative upon Lessor’s succeeding to the interest of Tenant under the Sublease without the execution of any further instruments. (c) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date on which Subtenant shall attorn to Lessor hereunder (the “Date of Attornment”) throughout the remainder of the term of the Sublease, if the rental (the “Sublease Rental”) payable under the Sublease in respect of fixed rent, escalation rent for real estate taxes and operating expenses shall be less, on a rentable square foot basis, than the sum of the Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment payable on a rentable square foot basis with respect to such space by Tenant under the Lease (the “Lease Rental”), then the rental payable under the Sublease per rentable square foot in respect of fixed rent, escalation rent for real estate taxes and operating expenses and additional rent for electricity shall be deemed to be increased for the remainder of the term of the Sublease, without any further action, to an amount equal to the Lease Rental per rentable square foot.

Attornment and Recognition. (a) If the Lease shall be terminated or interests of the interest of Tenant Lessor under the Sublease Lease shall be transferred to Lessor the Purchaser, (x) Subtenant the Lessee shall be bound to Lessor the Purchaser under all of the then executory terms, covenants covenants, and conditions of the Sublease (except as provided in Section 4(c) below) Lease for the balance of the term thereof remaining and any extensions or renewals thereof that may be effected by the Lessee in accordance with any option therefor in the Lease, with the same force and effect as if Lessor the Purchaser were the sublandlord lessor under the SubleaseLease, (y) Lessor the Purchaser shall recognize the rights of Subtenant the Lessee under the Sublease Lease, and (z) the Sublease Lease shall continue in full force as a direct lease between Subtenant the Lessee and Lessor the Purchaser, and the respective executory rights and obligations of Subtenant the Lessee and Lessorthe Purchaser, to the extent of the then remaining balance of the term of the Sublease, Lease and except as otherwise provided in Section 4(c) belowany such extensions and renewals, shall be and are the same as set forth therein; provided that, Lessor that the Purchaser shall notnot be: (i) be liable for any act or omission of or default by Tenant the Lessor or any prior sublandlord lessor under the Sublease except to the extent such act, omission or default is continued by Lessor and accrues during or is otherwise applicable to the period after the date that Tenant’s interest in such Sublease shall have been transferred to LessorLease; (ii) be subject to any credits, claims, setoffs setoffs, or defenses which such subtenant that the Lessee might have against Tenant the Lessor or any prior sublandlord lessor as a result of any acts or omissions of Tenant the Lessor or any prior sublandlordlessor; (iii) be, subject to clause (vi) hereinbelow, bound by any fixed rent, basic rent, additional rent rent, or other amounts which such subtenant that the Lessee may have paid to Tenant the Lessor more than thirty (30) days in advance of the month to which such those payments relate, and all such prepaid rent and additional rent shall remain due and owing without regard to such that prepayment, except for payment of the first month’s fixed rent or basic rent upon the execution of such Sublease and prepayments of additional rent made on account of operating expenses and real estate taxes in accordance with the terms of such Sublease; (iv) be except with respect to a termination permitted in the Lease upon the occurrence of a casualty or condemnation or the failure to deliver the Demised Premises to the Lessee, bound by any material amendment, modification modification, or cancellation of the Sublease Lease or surrender of such subleased premises the Demised Premises made without Lessorthe Collateral Agent’s prior written consent, which consent (provided that communications between Tenant and such subtenant of an administrative nature relating to the ordinary course of operation or tenancy of the Subleased Premises that do not purport to be amendments or modifications of such Sublease and do not materially affect the rights of Tenant or Subtenant shall not be deemed amendments unreasonably withheld, conditioned, or modifications delayed (to the extent such consent by Assignee is required under the loan documents between Lessee and Collateral Agent; provided however that the consent of Collateral Agent is not required for purposes (i) an assignment or subletting entered into pursuant to such provision of the foregoingLease as shall provide that Lessee may effect such assignment or subletting without the consent of Lessor or (ii) an extension of the term of such Lease); (v) be responsible for the making of repairs in or to the Real Property in the case of damage or destruction of the Real Property or any part thereof due owing to fire or other casualty occurring prior to the date Lessor succeeds to the interest of Tenant under such Sublease or by reason of a condemnation occurring prior to condemnation, unless the date Purchaser (as the Lessor succeeds to under the interest of Tenant under such Sublease unless Lessor Lease) shall be obligated under the Lease to make such those repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of those repairs; (vi) be obligated to make any payment to the Subtenant Lessee required to be made by Tenant the Lessor prior to the date on which the interests of the Lessor under the Lease are transferred to the Purchaser, except for (x) the timely return of any security deposit actually received by Lessor the Purchaser and (y) the credit or refund to the Subtenant Lessee as provided in the Sublease Lease of any prepayment of rent or other charges paid by Subtenant the Lessee if such that prepayment is actually received by Lessor; andthe Purchaser; (vii) be responsible liable under any indemnity provision of whatever nature contained in the Lease, including, but not limited to, any environmental indemnification, unless due to the acts or omissions of Purchaser or its assignee; or (viii) liable for any obligation of Tenant to perform any improvement in the space affected lessor under the Lease accruing after an assignment by the Sublease in order to prepare Purchaser of its interest under the same for SubtenantLease, provided that obligation has been assumed by the Purchaser’s occupancy thereof (excluding ongoing routine maintenance and repair obligations that arise from and after the transfer of the Sublease to Lessor).assignee; (b) Subtenant The Lessee hereby attorns agrees to Lessor attorn to the Purchaser, including the Collateral Agent if it be the Purchaser, as its landlord, upon the terms and conditions herein set forthlessor, said attornment to be effective and self-operative upon Lessorthe Purchaser’s succeeding to the interest of Tenant the Lessor under the Sublease Lease without the execution of any further instruments. The Lessee agrees, however, to execute and deliver at any time, and from time to time, upon the request of the Purchaser or any other holder(s) of any indebtedness or other obligations secured by the Mortgage, any instrument or certificate that, in its sole judgment, the Lessor, the Purchaser, or such other holder(s), as the case may be, deems reasonably necessary or appropriate in any such foreclosure proceeding or conveyance in lieu of foreclosure or otherwise to evidence that attornment, and that is in a form reasonably acceptable to the Lessee. Upon that attornment, the Lease shall continue in full force as a direct lease between the Lessee and the Purchaser; and the respective rights and obligations of the Lessee and the Purchaser upon that attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease, as modified by this Agreement. (c) Notwithstanding anything If the Purchaser shall succeed to the contrary contained in this Agreement, effective as interests of the date on which Subtenant shall attorn to Lessor hereunder (the “Date of Attornment”) throughout the remainder of the term of the Sublease, if the rental (the “Sublease Rental”) payable under the Sublease in respect of fixed rent, escalation rent for real estate taxes and operating expenses shall be less, on a rentable square foot basis, than the sum of the Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment payable on a rentable square foot basis with respect to such space by Tenant under the Lease by reason of a foreclosure or otherwise: (i) The liability of the “Lease Rental”), then the rental payable Purchaser under the Sublease per rentable square foot in respect of fixed rent, escalation rent Lease for real estate taxes and operating expenses and additional rent for electricity damages or otherwise shall be deemed limited to the Purchaser’s interest in the Property including rents therefrom. Neither the Purchaser nor any of the directors, officers, employees, shareholders, partners, principals, agents, or servants of the Purchaser shall have any liability (personal or otherwise) hereunder beyond the Purchaser’s interest in the Property. (ii) No other property or assets of the Purchaser or any property of the directors, officers, employees, shareholders, partners, principals, agents, or servants of the Purchaser shall be increased subject to levy, execution, or other enforcement procedure for the remainder satisfaction of the term of Lessee’s remedies hereunder or under the Sublease, without any further action, to an amount equal to the Lease Rental per rentable square footLease.

Attornment and Recognition. (a) If the Lease shall be terminated or the interest interests of Tenant Landlord under the Sublease Lease shall be transferred to Lessor a Purchaser, (xX) Subtenant Tenant shall be bound to Lessor the Purchaser under all of the then executory terms, covenants and conditions of the Sublease (except as provided in Section 4(c) below) Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected by Tenant in accordance with any option therefor in the Lease, with the same force and effect as if Lessor the Purchaser were the sublandlord landlord under the SubleaseLease, (y) Lessor Purchaser shall recognize the rights of Subtenant Tenant under the Sublease Lease including, without limitation, any self-help rights, any options relating to renewal, expansion, contraction and the right to purchase the Mortgage Property, and any rights of termination specifically set forth in the Lease and (z) the Sublease Lease shall continue in full force as a direct lease between Subtenant Tenant and Lessor Purchaser and the respective executory rights and obligations of Subtenant Tenant and LessorPurchaser (as landlord under the Lease), to the extent of the then remaining balance of the term of the Sublease, Lease and except as otherwise provided in Section 4(c) belowany such extensions and renewals, shall be and are the same as set forth therein; provided that, Lessor except as otherwise provided in Section 5(b) and Section 5(c) below, Purchaser (so long as Purchaser is not an affiliate of Landlord) shall notnot be: (i) be liable for any act or omission of or default by Tenant Landlord or any prior sublandlord landlord under the Sublease except to the extent such act, omission or default is continued by Lessor and accrues during or is otherwise applicable to the period after the date that Tenant’s interest in such Sublease shall have been transferred to LessorLease; (ii) be subject to any credits, claims, setoffs or defenses which such subtenant Tenant might have against Tenant Landlord or any prior sublandlord landlord as a result of any acts or omissions of Tenant Landlord or any prior sublandlordlandlord; (iii) be, subject to clause (vi) hereinbelowbelow, bound by any fixed rent, basic rent, additional rent or other amounts which such subtenant Tenant may have paid to Tenant Landlord more than thirty (30) days in advance of the month to which such payments relate, and all such prepaid rent and additional rent shall remain due and owing without regard to such prepayment, except for payment of the first month’s fixed rent or basic rent upon the execution of such Sublease and prepayments of additional rent made on account of operating expenses and real estate taxes in accordance with the terms of such Subleasethe Lease; (iv) be bound by any amendment, modification or cancellation of the Sublease Lease or surrender of such subleased premises the Demised Premises made without Lessor’s Lender's or Purchaser's prior written consent consent, except for (provided a) any amendment or modification specifically contemplated by the terms of the Lease, including, without limitation, amendments or modifications entered into in connection with Tenant's expansion and contraction rights; and (b) any amendment or modification that communications between Tenant and such subtenant is of an administrative nature relating to the ordinary course of operation or tenancy of the Subleased Premises Building that do does not purport to be amendments or modifications of such Sublease the Lease and do not materially adversely affect the rights of Landlord, Lender or Purchaser provided that Tenant and/or Landlord shall have given Lender or Subtenant shall not be deemed amendments or modifications for purposes of the foregoing)Purchaser at least ten business days prior notice thereof; (v) be responsible for the making of repairs in or to the Real mortgaged Property in the case of damage or destruction of the Real Mortgaged Property or any part thereof due to fire or other casualty occurring prior to the date Lessor succeeds on which Purchaser acquires title to the interest of Tenant under Mortgaged Property (or the date, if such Sublease date shall occur prior to the foregoing date, on which Lender shall elect to become a mortgagee-in-possession) or by reason of a condemnation occurring prior to the date Lessor succeeds on which Purchaser acquires title to the interest of Tenant under Mortgaged Property (or the date, if such Sublease date shall occur prior to the foregoing date, on which Lender shall elect to become a mortgagee-in-possession) unless Lessor Landlord shall be obligated under the Lease to make such repairs in which event Purchaser shall make such repairs but only to the extent that Purchaser shall have received insurance proceeds or cash condemnation awards sufficient (when aggregated with, in the case of damage or destruction, an amount equal to the applicable insurance deductible) to finance such repairs;; or (vi) be obligated to make any payment to the Subtenant Tenant required to be made by Tenant Landlord prior to the date on which the interests of Landlord under the Lease are transferred to Purchaser (or the date, if such date shall occur prior to the foregoing date, on which Lender shall elect to become a mortgagee-in-possession) except for (x) the timely return of any security deposit actually received by Lessor Purchaser and (y) the credit or refund to the Subtenant Tenant as provided in the Sublease Lease of any prepayment of rent or other charges paid by Subtenant Tenant if such prepayment is actually received by Lessor; and (vii) be responsible for any obligation of Tenant to perform any improvement in the space affected by the Sublease in order to prepare the same for Subtenant’s occupancy thereof (excluding ongoing routine maintenance and repair obligations that arise from and after the transfer of the Sublease to Lessor)Purchaser. (b) Subtenant Nothing contained in clauses (i) or (ii) of Section 5(a) above shall relieve the Purchaser from any liability for its own failure to perform the obligations of the landlord under the Lease to the extent such obligations accrue during or are otherwise applicable to the period after the date that the Purchaser obtains title to the Mortgaged Property (or the date, if such date shall occur prior to the foregoing date, on which Lender shall elect to become a mortgagee-in-possession). Notwithstanding anything to the contrary contained in this Agreement (other than the next succeeding sentence hereof), the Purchaser (including the Lender if it be the Purchaser) shall be bound by all abatements of, and offsets or credits against, the rent payable under the Lease to which Tenant may be entitled under the terms of the Lease and shall recognize all of the rights of Tenant under the Lease regardless of whether any such abatement, offset, credit or other rights shall have accrued with respect to any period prior to the date that the Purchaser obtains title to the Mortgaged Property or shall elect to become a mortgage-in-possession. Notwithstanding anything to the contrary contained in this Agreement or the Lease, the liability of Lender and Purchaser, respectively, with respect to the Lease shall be further limited to Lender's and Purchaser's respective interests in the Mortgaged Property and Tenant shall not look to any other property or assets of Lender, Purchaser or any of the partners, shareholders, directors, officers or principals, direct or indirect, of Lender or Purchaser in seeking either to enforce Purchaser's (including Lender if it be the Purchaser) obligations under the Lease or to satisfy a judgment (including, without limitation, a judgment for specific performance) for Purchaser's (including Lender's if it be the Purchaser) failure to perform such obligations. (c) Tenant hereby attorns to Lessor the Purchaser, including Lender if it be the Purchaser, as its landlord, upon the terms and conditions herein set forth, said attornment to be effective and self-operative upon Lessor’s Purchaser's succeeding to the interest of Tenant Landlord under the Sublease Lease without the execution of any further instruments. (cd) Notwithstanding anything to the contrary contained herein, in this Agreementthe event of (1) any act, effective as omission, default, misrepresentation, or breach of warranty of any previous landlord (including Landlord), which would result in liability of such previous landlord, or (2) any event or circumstance which subjects a previous landlord to any offset, defense, claim or counterclaim (a "Liability Event") and the event or circumstance which gave rise to such Liability Event continues to exist after actual ownership and possession of the date on which Subtenant shall attorn to Lessor hereunder Mortgaged Property (a "Carryover Liability Event") by Purchaser, including Lender if it be the Purchaser (the “Date of Attornment”) throughout the remainder of the term of the Sublease"Transition Date"), if the rental (the “Sublease Rental”) payable Purchaser shall nonetheless be liable as landlord under the Sublease in respect of fixed rent, escalation rent Lease for real estate taxes and operating expenses shall be less, on a rentable square foot basis, than the sum of the Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment payable on a rentable square foot basis obligations accruing with respect to any such space by Tenant under Carryover Liability Event after the Lease (the “Lease Rental”), then the rental payable under the Sublease per rentable square foot in respect of fixed rent, escalation rent for real estate taxes and operating expenses and additional rent for electricity shall be deemed to be increased for the remainder of the term of the Sublease, without any further action, to an amount equal to the Lease Rental per rentable square footTransition Date.

Attornment and Recognition. (a) If the Lease shall be terminated or the interest of Tenant under the Sublease shall be transferred to Lessor (x) Subtenant shall be bound to Lessor under the all of the then executory terms, covenants and conditions of the Sublease (except as provided in Section 4(cSECTION 4(d) below) for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected by Subtenant in accordance with any option therefor in the Sublease, with the same force and effect as if Lessor were the sublandlord under the Sublease, (y) Lessor shall recognize the rights of Subtenant under the Sublease and (z) the Sublease shall continue in full force as a direct lease between Subtenant and Lessor and the respective executory rights and obligations of Subtenant and Lessor, to the extent of the then remaining balance of the term of the SubleaseSublease and any such extensions and renewals, and except as otherwise provided in Section 4(cSECTION 4(d) below, shall be and are the same as set forth therein; provided thatPROVIDED THAT, Lessor shall notnot be: (i) be liable for any act or omission of or default by Tenant or any prior sublandlord under the Sublease except to the extent such act, omission or default is continued by Lessor Landlord and accrues during or is otherwise applicable to the period after the date that Tenant’s 's interest in such Sublease shall have been transferred to LessorLandlord; (ii) be subject to any credits, claims, setoffs or defenses which such subtenant might have against Tenant or any prior sublandlord as a result of any acts or omissions of Tenant or any prior sublandlordsublandlord (except to the extent that (1) same are expressly set forth in the Sublease, (2) the terms of such Sublease conform to a fair market sublease transaction at the time, and (3) the rental payable to Landlord by the subtenant (taking into consideration such credits, claims, setoffs and defenses) is not less than the rental payable by Tenant under this Lease on a per Rentable Square Foot basis for the balance of the term of the Sublease from and after such attornment); (iii) be, subject to clause (vi) hereinbelow, bound by any fixed rent, additional rent or other amounts which such subtenant may have paid to Tenant more than thirty (30) days one month in advance of the month to which such payments relate, and all such prepaid rent and additional rent shall remain due and owing without regard to such prepayment, except for payment of the first month’s 's fixed rent or basic rent upon the execution of such Sublease and prepayments of additional rent made on account of operating expenses and real estate taxes in accordance with the terms of such Sublease; (iv) be bound by any amendment, modification or cancellation of the such Sublease or surrender of such subleased premises made without Lessor’s Landlord's prior written consent consent, (provided that communications between Tenant and such subtenant of an administrative nature relating to the ordinary course of operation or tenancy of the Subleased Premises that do not purport to be amendments or modifications of such Sublease and do not materially affect the rights of Tenant or Subtenant Landlord shall not be deemed amendments or modifications for purposes of the foregoing); (v) be responsible for the making of repairs in or to the Real Property in the case of damage or destruction of the Real Property or any part thereof due to fire or other casualty occurring prior to the date Lessor Landlord succeeds to the interest of Tenant under such Sublease or by reason of a condemnation occurring prior to the date Lessor Landlord succeeds to the interest of Tenant under such Sublease unless Lessor Landlord shall be obligated under the Lease to make such repairs; (vi) be obligated to make any payment to the Subtenant required to be made by Tenant except for (x) the timely return of any security deposit actually received by Lessor Landlord and (y) the credit or refund to the Subtenant as provided in the Sublease of any prepayment of rent or other charges paid by Subtenant if such prepayment is actually received by LessorLandlord; and (vii) be responsible for any obligation of Tenant Sublessor to perform any improvement in the space affected by the Sublease sublease in order to prepare the same for Subtenant’s Sublessee's occupancy thereof (excluding ongoing routine maintenance subject to the provisions of clause (ii) above and repair obligations that arise from and after the transfer of any setoff expressly provided in the Sublease to Lessortherefor). (b) Subtenant hereby attorns to Lessor as its landlord, upon the terms and conditions herein set forth, said attornment to be effective and self-operative upon Lessor’s succeeding to the interest of Tenant under the Sublease without the execution of any further instruments. (c) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date on which Subtenant shall attorn to Lessor hereunder (the “Date of Attornment”) throughout the remainder of the term of the Sublease, if the rental (the “Sublease Rental”) payable under the Sublease in respect of fixed rent, escalation rent for real estate taxes and operating expenses shall be less, on a rentable square foot basis, than the sum of the Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment payable on a rentable square foot basis with respect to such space by Tenant under the Lease (the “Lease Rental”), then the rental payable under the Sublease per rentable square foot in respect of fixed rent, escalation rent for real estate taxes and operating expenses and additional rent for electricity shall be deemed to be increased for the remainder of the term of the Sublease, without any further action, to an amount equal to the Lease Rental per rentable square foot.

Attornment and Recognition. If Lender or any other subsequent purchaser -------------------------- of the Property shall take possession, collect rent, or become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage or otherwise (aLender or such other purchaser being hereinafter referred as "Purchaser"), and the conditions set forth in Section 2(a)-(d) If above have been met, the Lease shall not be terminated or the interest of affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant under the Sublease shall be transferred to Lessor (x) Subtenant shall be bound to Lessor under upon all of the then executory terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Sublease Property, possession or collection of rent, shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (except as provided in Section 4(ca) below) liable for the balance failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the term thereof remaining Property, provided that the foregoing shall not limit Purchaser's obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser's obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the same force and effect as if Lessor were the sublandlord Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating (unless pursuant to a termination right under the SubleaseLease) or amending or modifying the rent, (y) Lessor shall recognize term, commencement date or other material term of the rights Lease, or by any voluntary surrender of Subtenant the premises demised under the Sublease Lease, made without Lender's or Purchaser's prior written consent prior to the time Purchaser succeeded to Landlord's interest. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser's interest in the Property and shall in no event exceed such interest. Lender agrees that, in the event of damage or destruction to the Premises by casualty, Lender will not unreasonably withhold its consent to a request by Landlord to advance insurance proceeds for restoration of the Premises provided, however, the following conditions are met: (za) Landlord shall not be in default past applicable notice and grace periods under the Sublease Note or the Mortgage or any documents securing or given in connection with the Note (the "Loan Documents"); (b) Tenant shall continue not be in full force default under the Lease beyond applicable notice and grace periods; (c) The insurance proceeds are in the opinion of Lender sufficient to restore the property or, if the proceeds are not sufficient, Landlord has deposited with Lender the amount of any such insufficiency; (d) The Premises may be restored as a direct lease between Subtenant matter of right under applicable law and Lessor Landlord has secured all permits therefore; (e) Tenant shall not be entitled to terminate the Lease on account of said casualty, or if such termination right exists, Tenant has waived the same; (f) The insurance proceeds will be held by Lender and will be advanced under Lender's customary construction loan procedures; and (g) The damage or destruction does not occur within the respective executory rights and obligations of Subtenant and Lessor, to the extent of the then remaining balance last two years of the term of the SubleaseLease unless the Lease has been extended. Lender acknowledges and agrees that all trade fixtures, equipment and except as otherwise provided other property owned by the Tenant located or installed in Section 4(c) belowor on the Demised Premises, regardless of the manner or mode of attachment, shall be and are remain the same as set forth therein; provided that, Lessor shall not: (i) property of Tenant and may be liable for any act or omission of or default removed by Tenant or at any prior sublandlord under the Sublease except time according to the extent such actprovisions of Articles 9, omission or default is continued by Lessor 16, and accrues during or is otherwise applicable to the period after the date that Tenant’s interest in such Sublease shall have been transferred to Lessor; (ii) be subject to any credits, claims, setoffs or defenses which such subtenant might have against Tenant or any prior sublandlord as a result of any acts or omissions of Tenant or any prior sublandlord; (iii) be, subject to clause (vi) hereinbelow, bound by any fixed rent, additional rent or other amounts which such subtenant may have paid to Tenant more than thirty (30) days in advance 27 of the month to which such payments relate, and all such prepaid rent and additional rent shall remain due and owing without regard to such prepayment, except for payment of the first month’s fixed rent or basic rent upon the execution of such Sublease and prepayments of additional rent made on account of operating expenses and real estate taxes in accordance with the terms of such Sublease; (iv) be bound by any amendment, modification or cancellation of the Sublease or surrender of such subleased premises made without Lessor’s prior written consent (provided that communications between Tenant and such subtenant of an administrative nature relating to the ordinary course of operation or tenancy of the Subleased Premises that do not purport to be amendments or modifications of such Sublease and do not materially affect the rights of Tenant or Subtenant shall not be deemed amendments or modifications for purposes of the foregoing); (v) be responsible for the making of repairs in or to the Real Property in the case of damage or destruction of the Real Property or any part thereof due to fire or other casualty occurring prior to the date Lessor succeeds to the interest of Tenant under such Sublease or by reason of a condemnation occurring prior to the date Lessor succeeds to the interest of Tenant under such Sublease unless Lessor shall be obligated under the Lease to make such repairs; (vi) be obligated to make any payment to the Subtenant required to be made by Tenant except for (x) the timely return of any security deposit actually received by Lessor and (y) the credit or refund to the Subtenant as provided in the Sublease of any prepayment of rent or other charges paid by Subtenant if such prepayment is actually received by Lessor; and (vii) be responsible for any obligation of Tenant to perform any improvement in the space affected by the Sublease in order to prepare the same for Subtenant’s occupancy thereof (excluding ongoing routine maintenance and repair obligations that arise from and after the transfer of the Sublease to Lessor). (b) Subtenant hereby attorns to Lessor as its landlord, upon the terms and conditions herein set forth, said attornment to be effective and self-operative upon Lessor’s succeeding to the interest of Tenant under the Sublease without the execution of any further instruments. (c) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date on which Subtenant shall attorn to Lessor hereunder (the “Date of Attornment”) throughout the remainder of the term of the Sublease, if the rental (the “Sublease Rental”) payable under the Sublease in respect of fixed rent, escalation rent for real estate taxes and operating expenses shall be less, on a rentable square foot basis, than the sum of the Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment payable on a rentable square foot basis with respect to such space by Tenant under the Lease (the “Lease Rental”), then the rental payable under the Sublease per rentable square foot in respect of fixed rent, escalation rent for real estate taxes and operating expenses and additional rent for electricity shall be deemed to be increased for the remainder of the term of the Sublease, without any further action, to an amount equal to the Lease Rental per rentable square foot.Lease