Common use of Attornment Clause in Contracts

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests of Lessor in and Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deed-in-lieu superior lease or the foreclosure of foreclosureany superior mortgage or deed of trust, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgageeand recognize as Tenant's landlord under this Lease such Successor Landlord, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageeSuccessor Landlord's succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant shall, howeverupon demand, that Lessee execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. If the interests of Lessor in and Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deed-in-lieu superior lease or the foreclosure of foreclosureany superior mortgage or deed of trust, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgageeand recognize as Tenant’s landlord under this Lease such Successor Landlord, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's Successor Landlord’s succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant shall, howeverupon demand, that Lessee execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. If Mortgagee hereby acknowledges and agrees that the interests of Lessor in and liens granted herein are subject to the Demised Premises rights of certain lessees under the Leases as disclosed in the Credit Agreement and will be subject to the rights of lessees under any Leases entered into by Mortgagor after the date hereof which are owned permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Mortgagee by reason of any deed-in-lieu of foreclosureits rights hereunder, judicial foreclosure, sale pursuant to nor shall any power of sale or other proceedings brought by it or by such tenant be in any other manner, including, but not limited to, Mortgagee's exercise way deprived of its rights under any assignment the applicable Lease except in accordance with the terms of leases and rents, and such Lease. In the event that Mortgagee succeeds to the interest of Lessor Mortgagor under the a Lease, Lessee such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Mortgagee or pursuant to the judgment of any court in an action to enforce the remedies provided for in this Mortgage shall be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If Mortgagee succeeds to the interests of Mortgagor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, the Mortgagee, and such tenants, shall be bound to Mortgagee each other under all of the express terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect such Lease, as if the Mortgagee were was originally the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, Mortgagor as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinlessor thereunder.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 1, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Agent takes possession of the Property pursuant to any power provisions of sale the Mortgage or other proceedings brought by it or by any other mannerthe Assignment of Rents, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee lessee thereunder shall be bound to Mortgagee the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Agent were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby attorn to Mortgageethe Purchaser and Agent if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsreasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Lessee Purchaser, Agent and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in this Agreement any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by referenceLandlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, with whether pursuant to the same force and effect as if assignment of rents set forth in full hereinthe Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.

Attornment. If the all or any Portion of Landlord's interests of Lessor in and to the Demised Premises are owned by Mortgagee hereunder shall be transferred voluntarily or by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it for enforcement of any mortgage or by other form of lien or financing on the Building or any other mannerpart thereof, includingTenant shall, but not limited toat the option of said transferee, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease such transferee ("Purchaser") for the balance of the term thereof remaining hereof remaining, and any extension thereof duly exercised by Lessee extensions or renewals hereof which may be effected in accordance with the terms and provisions hereof with the same force and effect as if Mortgagee the Purchaser were the Lessor Landlord under the this Lease; , and Lessee Tenant does hereby agree, at the option of Purchaser, to attorn to Mortgageethe Purchaser, including the mortgagee under any such mortgage if it be the Purchaser as its lessorLandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's Purchaser succeeding to the interest of Lessor Landlord under the this Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee Tenant and Mortgagee the Purchaser upon such attornment, to the extent of the then remaining balance of the term of the Leasethis Lease and any extensions and renewals hereof, shall be and are the same as now those set forth thereinherein. In the event of such transfer of Landlord's interests, it being Landlord shall be released and relieved from all liability and responsibility thereafter to Tenant under this Lease or otherwise and Landlord's successor shall become liable and responsible to Tenant in respect to all obligations of Landlord under this Lease accruing from and after the intention date of such transfer, including, without limitation, the parties hereto for this purpose to incorporate the Lease in this Agreement by referenceretention, with the same force disbursement and effect as return of any and all security deposits and advance rent, if set forth in full hereinany.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the interests Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of Lessor in the Premises (the “Successor”) and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsall subsequent Successors, and Mortgagee succeeds shall pay to the interest Successor all of Lessor under the Leaserents and other monies required to be paid by Tenant hereunder and perform all of the other terms, Lessee covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound so request from such Successor in writing, such Successor shall execute and deliver to Mortgagee under Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor this Lease, on Tenant’s part to be performed, Tenant’s possession under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to provisions of this Lease shall not be effective and self-operative, without disturbed by such Successor. In the execution of any further instruments on event that the part of any of the parties hereto, immediately upon Mortgagee's succeeding Mortgagee succeeds to the interest of Lessor under Landlord hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease; provided. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, howeveras landlord, provided that Lessee in no event shall be such amendment increase Tenant’s payment obligations or other liability under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the this Lease or otherwise has the right to receive such rents. The respective rights and reduce Landlord’s obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinhereunder.

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee Landlord under this Lease shall be transferred voluntarily or by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it or by for enforcement of any other mannermortgage and/or ground lease on the Premises, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee under all of such transferee (herein sometimes called the terms, covenants and conditions of the Lease "Purchaser") for the remaining balance of the term thereof remaining Term, and any extension extensions or renewals thereof duly exercised by Lessee which may be effective in accordance with the terms and provisions hereof with the same force and effect as if Mortgagee the Purchaser were the Lessor Landlord under the this Lease; , and Lessee Tenant does hereby agree to attorn to Mortgageethe Purchaser, including the Mortgagee under any such mortgage and/or lessor under any such ground lease if it be the Purchaser, as its lessorLandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's Purchaser succeeding to the interest of Lessor Landlord under the this Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee Tenant and Mortgagee the Purchaser upon such attornment, to the extent of the then remaining balance of the term Term of the Leasethis Lease and any such extensions and renewals, shall be and are the same as now those set forth thereinherein. In the event of such transfer of Landlord's interests, it being the intention Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect in all obligations of the parties hereto for Landlord under this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinLease.

Attornment. Tenant agrees that the institution of any action or other proceedings by Lender under the Mortgage in order to realize upon Landlord’s interest in the Property shall not result in the cancellation or termination of the Lease or Tenant’s obligations thereunder. If Lender shall become the interests owner of Lessor in and to the Demised Premises are owned by Mortgagee Property by reason of any deed-in-the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosureforeclosure or otherwise: (a) the Lease shall not be terminated, judicial foreclosureor otherwise affected thereby except as specified herein; (b) Tenant shall attorn to Lender and recognize Lender as its landlord under the Lease for the unexpired term of the Lease, sale pursuant subject to any power all of sale or other proceedings brought by it or by any other mannerthe terms and conditions of the Lease, includingexcept as specified herein, but not limited to, Mortgagee's exercise of its rights under any assignment of leases said attornment to be effective and rents, and Mortgagee succeeds self-operative immediately upon Lender succeeding to the interest of Lessor the Landlord under the Lease, Lessee Lease without the execution of any further instruments on the part of any of the parties hereto; and (c) Tenant shall be bound to Mortgagee Lender under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Lender were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee Tenant shall be under no obligation to pay rent to Mortgagee Lender until Lessee Tenant receives written notice from Mortgagee Lender that Mortgagee it has succeeded to the interest of the Lessor Landlord under the Lease or otherwise has the right to receive such rentsLease. The respective rights and obligations of Lessee Tenant and Mortgagee Lender upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are arc the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the interests Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of Lessor in the Premises (the “Successor”) and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsall subsequent Successors, and Mortgagee succeeds shall pay to the interest Successor all of Lessor under the Leaserents and other monies required to be paid by Tenant hereunder and perform all of the other terms, Lessee covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound so request from such Successor in writing, such Successor shall execute and deliver to Mortgagee under Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor this Lease, on Tenant’s part to be performed, Tenant’s possession under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to provisions of this Lease shall not be effective and self-operative, without disturbed by such Successor. In the execution of any further instruments on event that the part of any of the parties hereto, immediately upon Mortgagee's succeeding Mortgagee succeeds to the interest of Lessor under Landlord hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease; provided. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, howeveras landlord, provided that Lessee in no event shall be such amendment increase Tenant’s payment obligations or other liability under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the this Lease or otherwise has the right to receive such rents. The respective reduce Tenant’s rights and or Landlord’s obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinhereunder.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 2 or in accordance with the terms of the Lease, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Security Deed (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Security Deed, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale or other proceedings brought by it or by any other mannerthe Security Deed, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Leases with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby agree to attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may reasonably require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth thereinin the Lease, it being the intention of the parties hereto for this purpose to incorporate the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2 above.

Attornment. If Unless the Lease is terminated in accordance with Paragraphs 2 or 4 of this Agreement or in accordance with the terms of the Lease, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee Landlord under the Lease shall be transferred by reason of the exercise of power of sale contained in the Mortgage (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale or other proceedings brought by it or by any other mannerthe Mortgage, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Leases with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Tenant, as Lessee under the Lease, does hereby agree to attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease lease or otherwise has the right taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may reasonably require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extensions and renewals, shall be and are the same as now set forth thereinin the Lease, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect except as if set forth in full otherwise expressly provided herein.

Attornment. If the interests of Lessor in and to the Demised Premises are become owned by Mortgagee Beneficiary or another Purchaser by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power non-judicial foreclosure by the trustee under the Deed of sale or Trust, other proceedings brought by it Beneficiary or Purchaser or by any other manner, including, but not limited to, Mortgagee's Beneficiary’s exercise of its rights under any assignment collateral assignment(s) of leases and rents, and Mortgagee whereby Purchaser succeeds to the interest of the Lessor under the Lease, Lessee shall be bound to Mortgagee under Purchaser in accordance with all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee Purchaser were the Lessor lessor under the Lease; and . Lessee does hereby attorn to MortgageePurchaser, as its lessor, said which attornment to shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's Purchaser’s succeeding to the interest of the Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Purchaser until Lessee receives written notice from Mortgagee Purchaser that Mortgagee it has succeeded to the interest of the Lessor under the Lease, and upon receipt of such notice, Lessee shall pay to Purchaser all rental and other payments required under the Lease or otherwise has for the right to receive such rentsduration of the term of the Lease and any extensions thereof duly exercised by Lessee. The respective rights and obligations of Lessee and Mortgagee Purchaser upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extension thereof duly exercised, shall be and are the same as now set forth therein, as hereby amended, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if expressly set forth in full herein.

Attornment. If Unless the Lease is terminated in accordance with paragraph 2, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Security Deed (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Security Deed, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale the Security Deed or other proceedings brought by it or by any other mannerthe Assignment of Leases, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee lessee thereunder shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Xxxxxxxxx to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Xxxxxx. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2.

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's ’s exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's ’s succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. 4.1 If Lender shall succeed to Landlord’s interest in the interests Mortgage Premises by foreclosure of Lessor the Mortgage, by deed in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by in any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee Lender (and Lender shall be bound to Tenant) under all of the terms, covenants and conditions of the Lease for the balance of the its term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee Lender were the Lessor Landlord under the Lease. Tenant shall be deemed to have full and complete attornment to, and to have established direct privity between Tenant and: (a) Lender when in possession of the Mortgage Premises; (b) a receiver appointed in any action or proceeding to foreclose the Mortgage; (c) any party acquiring title to the Mortgage Premises; or (d) any successor to Landlord. 4.2 Tenant’s attornment is self-operating, and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment it shall continue to be effective and self-operative, without the execution of any further instruments on the part of instrument by any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under this Agreement or the Lease; provided, however, that Lessee shall be under no obligation . Lender agrees to pay rent to Mortgagee until Lessee receives give Tenant written notice from Mortgagee that Mortgagee if Lender has succeeded to the interest of the Lessor Landlord under the Lease or otherwise has Lease. Subject to Section 5, the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent terms of the then remaining balance of the term of the Lease, shall be and Lease are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in incorporated into this Agreement by reference. 4.3 If the interests of Landlord under the Lease are transferred by foreclosure of the Mortgage, with deed in lieu of foreclosure, or otherwise, to a party other than Lender (“Transferee”), in consideration of, and as condition precedent to, Tenant’s agreement to attorn to any such Transferee, Transferee shall be deemed to have assumed all terms, covenants, and conditions of the Lease to be observed or performed by Landlord from the date on which the Transferee succeeds to Landlord’s interests under the Lease; provided that the liability of any Transferee to Tenant under the terms of the Lease shall be limited in the same force and effect manner as if set forth in full hereinLender’s liability is limited under Section 5.

Attornment. If the interests of Lessor in and to the Demised Premises are become owned by Mortgagee Beneficiary or another Purchaser by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power non-judicial foreclosure by the trustee under the Deed of sale or Trust, other proceedings brought by it Beneficiary or Purchaser or by any other manner, including, but not limited to, MortgageeBeneficiary's exercise of its rights under any assignment collateral assignment(s) of leases and rents, and Mortgagee whereby Purchaser succeeds to the interest of the Lessor under the Lease, Lessee shall be bound to Mortgagee under Purchaser in accordance with all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee Purchaser were the Lessor lessor under the Lease; and . Lessee does hereby attorn to MortgageePurchaser, as its lessor, said which attornment to shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageePurchaser's succeeding to the interest of the Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Purchaser until Lessee receives written notice from Mortgagee Purchaser that Mortgagee it has succeeded to the interest of the Lessor under the Lease, and upon receipt of such notice, Lessee shall pay to Purchaser all rental and other payments required under the Lease or otherwise has for the right duration of the term of the Lease and any extensions thereof duly exercised by Lessee and lessor hereby consents to receive such rentspayments. The respective rights and obligations of Lessee and Mortgagee Purchaser upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extension thereof duly exercised, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if expressly set forth in full herein.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 2, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Security Deed (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Security Deed, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale the Security Deed [or other proceedings brought by it or by any other mannerthe Assignment of Leases], including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee lessee thereunder shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2.

Attornment. A. If the interests of Lessor in shall be transferred to and to the Demised Premises are owned by Mortgagee Lender, its nominee or assignee or purchaser by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it in lieu of or pursuant to a foreclosure, or by any other manner, includingand Lender, but not limited toits nominee or assignee, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee or such purchaser succeeds to the interest of the Lessor under the Lease, Lessee shall be bound to Mortgagee Lender, its nominee, assignee or such purchaser, as applicable, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Lender, its nominee, assignee or such purchaser, as applicable, were the Lessor landlord under the Lease; , and Lessee does hereby attorn to MortgageeLender, or its nominee, assignee or purchaser, as the case may be, as its lessorlandlord, said attornment to be effective and self-operativeoperative immediately upon Lender, or its nominee, assignee or purchaser, as the case may be, succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Lender, or its nominee, assignee or purchaser, as the case may be, by reason of such attornment until Lessee Xxxxxx receives written notice from Mortgagee Xxxxxx, or its nominee, assignee or purchaser, as the case may be, that Mortgagee such party has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rentsLease. The respective rights and obligations of Lessee Xxxxxx and Mortgagee Lender, or their respective nominees, assignees or purchasers, as the case may be, upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, ; it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, reference with the same force and effect as if set forth in full at length herein. B. Lessee waives any and all rights to terminate the Lease solely by reason of the foreclosure of the Mortgage. If any court holds the Lease to be terminated by reason of such a foreclosure, this Agreement shall be deemed to be a new lease between Lender, its nominee, assignee or any purchaser at such foreclosure, as landlord, and Lessee, as tenant, for the balance of the term of the Lease at the same rental therein provided and upon the same terms and conditions as therein provided. Also, in such event and at the written request of Lender, its nominee, assignee or such purchaser at foreclosure, Lessee shall execute and deliver a new lease for the balance of the term of the Lease at the same rental therein provided and upon the same terms and conditions as therein provided. Notwithstanding anything to the contrary herein, if, prior to the date which is five years after the last date upon which any “qualified rehabilitation expenditures”, as defined in Section 47(c)(2) of the Code (“QREs”) relating to the Real Estate are Placed in Service (as such term is defined in the Lease), the foreclosure of the Mortgage (or any exercise of a power of sale under the Mortgage) would or could cause any recapture of the Historic Tax Credits as described in Sections 47 and 50 of the Code, allocated to Lessee under the Lease, and there exists no default by Lessee under the Lease that has not been cured within any applicable cure period, and Xxxxxx provides written notice to Lender of such recapture, together with a letter from confirming that recapture could occur or that foreclosure might subject the Lessee to a claim by the IRS of a disallowance of Historic Tax Credits, then upon any action by Xxxxxx, or on behalf of Lender, to foreclose the Mortgage (including any action to exercise a power of sale under the Mortgage), (a) such Mortgage shall, without the execution of any further instruments on the part of any of the parties hereto, be subject, junior and subordinate to the Lease (giving effect to any modifications to the terms of the Lease effected pursuant to this Agreement) and to all amendments and modifications thereof consented to by Xxxxxx as if such Mortgage had been executed, delivered and recorded following the execution of the Lease and possession of all or part of the Real Estate by the Lessee, or its predecessors in interest, and (b) if required by Xxxxxx, Lender shall cause confirmation of the subordination of the lien of such Mortgage to the Lease to be recorded prior to any foreclosure of or exercise of a power of sale under such Mortgage.

Attornment. If In the interests event of a termination or expiration of the Master Lease or rejection of the Master Lease by Lessor as debtor in possession or Lessor’s trustee in bankruptcy, Lessee shall have the right and, at the option of Master Lessor, shall be obligated to attorn to and recognize Master Lessor as Lessee’s lessor under this Lease, in either of which events this Lease shall continue in full force and effect as a direct lease between Lessee and Master Lessor, upon all the terms and conditions of this Lease (including without limitation any rights to extend the term of this Lease) inasmuch as Master Lessor has agreed in such event to recognize this Lease and the rights of Lessee hereunder and not to disturb the possession of Lessee in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosurePremises, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to all in accordance with the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants terms and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the this Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said . Any such attornment to shall be effective and self-operative, operative as of the date of such termination or expiration of the Master Lease without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leaseinstrument; provided, however, that upon the request of Master Lessor, Lessee shall execute and deliver any such instruments in recordable form as shall be satisfactory to Master Lessor to evidence such attornment. Such attornment shall provide Master Lessor with all rights of Lessor under this Lease and Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded obligated to the interest Master Lessor to perform all of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon hereunder. Master Lessor shall have no liability to Lessee nor shall the performance by Lessee of its obligations under this Lease, whether prior to or after any such attornment, be subject to any defense, counterclaim or setoff by reason of any default by Lessor in the extent performance of any obligation to be performed by Lessor under this Lease. The provisions of this paragraph shall survive the termination or expiration of the then remaining balance of the term of the Master Lease or this Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests interest of Lessor in and to Landlord under the Demised Premises are owned by Mortgagee Lease shall be transferred by reason of any deed-in-foreclosure or other proceedings for enforcement of the Mortgage, pursuant to the taking of a deed in lieu of foreclosure, judicial foreclosure, sale pursuant to foreclosure (or similar device) or as a result of the exercise of any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the LeaseMortgage, Lessee shall be bound to Mortgagee the Successor, and, except as provided herein, the Successor shall be bound to Lessee, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee remaining, with the same force and effect as if Mortgagee the Successor were the Lessor under the Lease; landlord, and Lessee does hereby (i) agree to attorn to Mortgageethe Successor, including Lender if it be the Successor, as its lessorlandlord, (ii) affirm its obligation under the Lease, and (iii) agree to make payments when due of all sums due under the Lease to the Successor, said attornment attornment, affirmation and agreement to be effective and self-operative, without the execution of any further instruments on instruments, upon Lessee and the part of any of the parties hereto, immediately upon Mortgagee's Successor succeeding to the interest of Lessor Landlord. Lessee shall, at the request of Successor, execute, acknowledge and deliver such further instruments reasonably acceptable to Lessee evidencing such attornment as are desired by the Successor. Lessee waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Lease or the obligations of Lessee thereunder by reason of any foreclosure or similar proceeding. Anything in the Lease to the contrary notwithstanding, in the event that a Successor shall succeed to the interests of Landlord under the Lease; provided, howeverthe Successor shall have no obligation, that nor incur any liability, beyond its then interest, if any, in the Premises and Lessee shall be under no obligation look exclusively to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the such interest of the Lessor Successor, if any, in the Premises for the payment and discharge of any obligations imposed upon the Successor hereunder or under the Lease Lease. Lessee agrees that with respect to any judgment which may be obtained or otherwise has secured by Lessee against the right to receive such rents. The respective rights and obligations of Successor, Lessee and Mortgagee upon such attornment, shall look solely to the extent estate or interest owned by the Successor in the Premises and Lessee will not collect or attempt to collect any such judgment out of any other assets of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinSuccessor.

Attornment. A. If the interests of Lessor in shall be transferred to and to the Demised Premises are owned by Mortgagee any Lender Party by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it in lieu of or pursuant to a foreclosure, or by any other manner, includingand, but to the extent not limited toprohibited or altered by federal regulations, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee such Lender Party succeeds to the interest of the Lessor under the Lease, Lessee agrees that Lessee shall be bound to Mortgagee such Lender Party under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee such Lender Party were the Lessor landlord under the Lease; , and Lessee does hereby attorn to Mortgagee, such Lender Party as its lessorlandlord, said attornment to be effective and self-operative, operative immediately upon such Lender Party succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee such Lender Party by reason of such attornment until Lessee Xxxxxx receives written notice from Mortgagee such Lender Party that Mortgagee such party has succeeded to the interest of the Lessor under the Lease or otherwise has Lease. Each Lender Party agrees that Xxxxxx’s compliance with the right to receive terms of such rentswritten notice shall not result in any liability of Lessee. The respective rights and obligations of Lessee and Mortgagee the Lender Party upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, and where not in conflict with the terms of the Loan Documents, the Act, or any federal regulation, where the terms of such Loan Documents, the Act, or federal regulation shall control, shall be and are the same as now set forth therein, ; it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, reference with the same force and effect as if set forth in full at length herein. B. Lessee waives any and all rights to terminate the Lease by reason of the foreclosure of the Mortgage. If any court holds the Lease to be terminated by reason of such a foreclosure, this Agreement shall be deemed to be a new lease between the applicable Lender Party, as landlord, and Lessee, as tenant, for the balance of the term of the Lease at the same rental therein provided and upon the same terms and conditions as therein provided. Also, in such event and at the written request of the applicable Lender Party, Xxxxxx shall execute and deliver a new lease for the balance of the term of the Lease at the same rental therein provided and upon the same terms and conditions as therein provided and incorporating the terms of the Loan Documents, the Act, and applicable federal regulations. Notwithstanding anything to the contrary herein, if, prior to the date which is five years after the last date upon which any QREs (as defined in the Lease) relating to the Rehabilitation (as defined in the Lease) of the Real Estate achieve Placement in Service (as defined in the Lease), the foreclosure of the Mortgage (or any exercise of a power of sale under the Mortgage) would or could cause any recapture of the Historic Tax Credits as described in Sections 47 and 50 of the Code, passed through to Lessee under the Lease, and Xxxxxx provides written notice to Lender of such recapture, together with a letter from Xxxxx & Xxxxxxxxx LLP confirming that recapture could occur or that foreclosure might subject the Lessee to a claim by the IRS of a disallowance of Historic Tax Credits, then upon any action by Lender or its successors or assigns, or on behalf of Lender or its successors and assigns, to foreclose the Mortgage (including any action to exercise a power of sale under the Mortgage): (i) such Mortgage shall, without the execution of any further instruments on the part of any of the parties hereto, be subject, junior, and subordinate to the Lease (giving effect to any modifications to the terms of the Lease effected pursuant to this Agreement) and to all amendments and modifications thereof consented to by Lender as if such Mortgage had been executed, delivered, and recorded following the execution of the Lease and possession of all or part of the Real Estate by the Lessee, or its predecessors in interest; and (ii) if required by Xxxxxx, Lender shall cause confirmation of the subordination of the lien of such Mortgage to the Lease to be recorded prior to any foreclosure of or exercise of a power of sale under such Mortgage.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 1, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale the Mortgage or other proceedings brought by it or by any other mannerthe Assignment of Leases, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option herefore in the Lease, with the same force and effect effect, as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby agree to attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to receive time, execute (or make good faith comments to) and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may reasonably require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of Tenant upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 1.

Attornment. If This lease, at Lessor’s option, shall be subordinate to the interests lien of Lessor in any first deed of trust or first mortgage subsequently placed upon the real property of which the demised premises are a part, and to any and all advances made on the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentssecurity thereof, and Mortgagee succeeds to the interest of Lessor under the Leaseall renewals, Lessee shall be bound to Mortgagee under all of the termsmodifications, covenants consolidations, replacements and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leaseextensions thereof; provided, however, that as to the lien of any such deed of trust or mortgage Lessee’s right to quiet possession of the premises shall not be distributed if Lessee is not in default and so long as Lessee shall be under no obligation pay the rent and observe and perform all of the provisions of this lease, unless this lease is otherwise terminated pursuant to pay rent its terms. If any mortgagee, trustee or ground lessor shall elect to Mortgagee until Lessee receives have this lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice from Mortgagee that Mortgagee has succeeded thereof to Lessee, this lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this lease is dated prior or subsequent to the interest date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Lessor covering the demised premises, the Lessee shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Lessor under this lease. Within ten (10) days after request therefor by Lessor, or in the Lease event that upon any sale, assignment or otherwise has hypothecation of the right demised premises or the land thereunder by the Lessor, an offset statement shall be required from Lessee, Lessee agrees to receive deliver in recordable form a certificate addressed to any such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, proposed mortgage or purchaser or to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for Lessor certifying that this purpose to incorporate the Lease lease is in this Agreement by reference, with the same full force and effect as (if set forth in full hereinsuch be the case) and that there are no differences or offsets thereto or stating those claimed by Lessee.

Attornment. If the interests interest of Lessor in and Landlord under the Lease is transferred (or surrendered or terminated) to the Demised Premises are owned by Mortgagee Purchaser by reason of Landlord’s default under the Mortgage or by reason of assignment of the Lease (or any deed-in-similar device) in lieu of foreclosure, judicial foreclosure, sale pursuant to any power transfer (or surrender or termination or deed in lieu of sale foreclosure or other proceedings brought by it or by any other mannersimilar device) following Landlord’s default, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases Tenant shall attorn to Purchaser and rents, and Mortgagee succeeds to the interest of Lessor recognize Purchaser as Tenant’s landlord under the Lease, Lessee and so long as Tenant is not in default under any of the terms, covenants and conditions of the Lease beyond any applicable grace or cure period, Purchaser shall recognize Tenant as the tenant under the Lease and Purchaser and Tenant shall be bound to Mortgagee each other under all of the terms, covenants and conditions of the Lease (except as set forth in paragraph 3) for the balance of the term thereof remaining and for any extension or renewals thereof duly exercised by Lessee that are effected in accordance with the Lease, with the same force and effect as if Mortgagee Purchaser were the Lessor Landlord under the Lease; , such recognition and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operativeas of the time Purchaser succeeds to the interest of Landlord under the Lease, without the execution of any further instruments on agreement. However, Tenant agrees, at its own expense, to execute and deliver, at any time and from time to time upon request of Purchaser, any agreement reasonably satisfactory to Purchaser that may reasonably be necessary or appropriate to evidence such attornment and recognition provided that such agreement does not increase the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights liabilities and obligations of Lessee Tenant hereunder nor diminish the Tenant’s rights hereunder, other than to a deminimus extent. Failure of Tenant to so execute any such an agreement shall not vitiate such attornment and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinrecognition.

Attornment. If Unless the Lease is terminated in accordance with ----------- Paragraph 2, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Security Deed (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Security Deed, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale the Security Deed or other proceedings brought by it or by any other mannerthe Assignment of Leases, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee lessee thereunder shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant does hereby attorn to Mortgageethe Purchaser or Lender, as the case may be (if it takes possession of the Property), as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of Tenant upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 2 or in accordance with the terms of the Lease, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale or other proceedings brought by it or by any other mannerthe Mortgage, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Leases with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby agree to attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may reasonably require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth thereinin the Lease, it being the intention of the parties hereto for this purpose to incorporate the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2 above.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 1, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Agent takes possession of the Property pursuant to any power provisions of sale the Mortgage or other proceedings brought by it or by any other mannerthe Assignment of Rents, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee lessee thereunder shall be bound to Mortgagee the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Agent were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby attorn to Mortgageethe Purchaser and Agent if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Lessee Purchaser, Agent and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease in this Agreement by reference, with the same force and effect except as if set forth in full otherwise expressly provided herein.

Attornment. If the interests of Lessor in shall be transferred to and to the Demised Premises are owned by Mortgagee Secured Party by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or foreclosure and other proceedings brought by it in lieu of or by any other mannerpursuant to a foreclosure, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsor otherwise, and Mortgagee Secured Party succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee Secured Party under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease with the same force and effect as if Mortgagee Secured Party were the Lessor under the Lease; , and Lessee does hereby attorn to Mortgagee, Secured Party as its lessorLessor, said attornment to be effective and self-operative, operative immediately upon Secured Party's succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leasehereof; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Secured Party until Lessee receives received written notice from Mortgagee Secured party that Mortgagee is has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rentsrents due under the Lease. The respective rights and obligations of Lessee and Mortgagee upon such attornment, With its succession to the extent interest of the then remaining balance of the term of Lessor under the Lease, Secured Party shall assume Lessor's obligations under the Lease. Lessee agrees that if Secured Party shall succeed to the interest of Lessor under the Lease, Secured Party shall not be and are (a) liable for any action or omission of any prior lessor under the same as now set forth thereinLease, it being (b) subject to any offsets or defenses which Lessee might have against any prior lessor, (c) bound by any rental which Lessee might have paid for more than the intention of the parties hereto for this purpose then current month to incorporate the Lease any prior lessor, or (d) bound to any security deposit which Lessee may have paid to any prior lessor unless such deposit has been delivered to Secured Party or is in this Agreement by reference, with the same force and effect as if set forth in full hereinan escrow fund available to Secured Party.

Attornment. If Liberty agrees that if the interests Agent, any of Lessor in and to the Demised Premises are owned by Mortgagee Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become the owner of the Liberty Leased Assets by reason of any deed-in-the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosureforeclosure (or dation en paiement) (a "Transfer Event"), judicial foreclosureand provided that at such time the Sublease shall be in full force and effect and shall not have expired or been terminated, sale pursuant to any power of sale the Sublease shall not be terminated or other proceedings brought by it or by any other manner, includingaffected thereby, but not limited to, Mortgagee's exercise of its rights under any assignment of leases shall continue in full force and rents, effect as a direct sublease between Liberty and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under such Transferee upon all of the terms, covenants and conditions set forth in the Sublease. Upon such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor under the Sublease, and to be bound by and perform all of the Lease for obligations imposed by the balance Sublease on the sublessee thereunder. Also, upon such a Transfer Event, the Transferee will be bound by all of the term thereof remaining and any extension thereof duly exercised obligations imposed by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments Sublease on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leasesublessor; provided, however, that Lessee such Transferee shall not be: (i) liable for any act or omission of Williams, provided that the foregoing shall not be under no deemed to relieve xxxx Xxxnsferee from the obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee perform any obligation of the sublessor under the Sublease which obligation (a) remains unperformed at the time that Mortgagee has succeeded such Transferee succeeds to the interest of the Lessor sublessor under the Lease Sublease and (b) is made known to Transferee and Transferee is provided notice and given the same opportunity to cure as afforded Williams under the Sublease; or otherwise has (ii) bound by any rent which Liberty xxxxx xxve paid under the right to receive Sublease for more than one month in advance, unless actually received by such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent Transferee; or (iii) bound by any amendment or modification of the then remaining balance of the term of the LeaseSublease that could have a material adverse affect on Agent's rights as a secured party; or (iv) subject to any offsets or defenses that Liberty might have against Williams (or any prior sublessor, shall be if applicable) unless Transferee hax xxxx xiven written notice thereof and are the same opportunity to cure as now set forth therein, it being afforded Williams under the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinSublease.

Attornment. If In the event that Lender acquires or succeeds to the interests of Lessor in and to under the Demised Premises are owned by Mortgagee Lease by reason of any deed-in-a foreclosure of the Deed of Trust, deed in lieu of foreclosureforeclosure or otherwise (collectively, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Leasea “Foreclosure”), Lessee shall be bound to Mortgagee Lender under all of the terms, covenants and conditions of the Lease Lease, except as provided in this Agreement, for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by referenceremaining, with the same force and effect as if set forth Lender were Lessor. Lessee hereby agrees in full hereinsuch event to (i) attorn to Lender as its Lessor on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to Lender. Said attornment, affirmation and agreement is to be effective and self-operative without the execution of any further instruments upon Lender succeeding to the interests of Lessor under the Lease. Lessee agrees to execute and deliver at any time and from time to time, upon the request of Lessor or Lender, any instrument or certificate deemed to be necessary or appropriate to evidence such attornment. From and after such attornment, Lender shall be bound to Lessee under all the terms, covenants and conditions of the Lease with the same force and effect as if originally entered between said parties; provided, however, Lender shall not be: except as provided in Section 2(d) below, obligated to cure any defaults under the Lease of any prior Lessor which occurred prior to the date Lender obtained title to or possession of the Property, provided, however, that the foregoing shall not limit Lender’s obligation to correct any conditions that existed as of the date of attornment which violate Lender’s obligations as Lessor under the Lease; except as provided in Section 2(d) below, subject to any offsets or defenses which Lessee might have against any prior Lessor (including Lessor), provided, however, that the foregoing shall not limit Lessee’s right to exercise against Lender any right of Lessee to any offset or defense otherwise available to Lessee because of events occurring after the date of attornment; bound by any payment of fixed rent, percentage rent or additional rent that Lessee may have made to any prior Lessor (including Lessor) more than thirty (30) days in advance of the date such rent was first due and payable under the Lease; bound by any modification or amendment of the Lease which increases the obligations or responsibilities of Lessor thereunder or changes the rent or the term thereof and is made without Lender’s written consent; or bound by any consensual or negotiated surrender of the Demised Demised Premises or termination of the Lease, in whole or in part, agreed upon between any prior Lessor (including Lessor) and Lessee, unless effected unilaterally by Lessee pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in Paragraph 2(c) above, if the Lessor under the Lease commits an act or omission which, with the giving of notice and/or the passage of time, would constitute a default in the performance of Lessor's obligations under the Lease, Lender or any purchaser or grantee pursuant to a Foreclosure shall be subject to any and all claims, offsets or defenses of Lessee arising from such act or omission, provided that Lender received notice of such act or omission and an opportunity to cure same as required by the Lease or this Agreement.

Attornment. If Tenant agrees that upon any termination of Landlord's interest in the interests Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of Lessor in the Premises (the "Successor") and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsall subsequent Successors, and Mortgagee succeeds shall pay to the interest Successor all of Lessor under the Leaserents and other monies required to be paid by Tenant hereunder and perform all of the other terms, Lessee covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound so request from such Successor in writing, such Successor shall execute and deliver to Mortgagee under Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor this Lease, on Tenants part to be performed, Tenant's possession under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to provisions of this Lease shall not be effective and self-operative, without disturbed by such Successor. In the execution of any further instruments on event that the part of any of the parties hereto, immediately upon Mortgagee's succeeding Mortgagee succeeds to the interest of Lessor under Landlord hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease; provided. Tenant shall execute all documents necessary to effect any such amendment within ten (10) business days after written request from Mortgagee, howeveras landlord, provided that Lessee in no event shall be such amendment increase Tenant's payment obligations or other liability under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the this Lease or otherwise has the right to receive such rents. The respective rights and reduce Landlord's obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinhereunder.

Attornment. If Unless otherwise agreed by Landlord under Section 13.04, Tenant shall insert in each sublease entered into after the interests date hereof provisions to the effect that (a) such sublease is subject and subordinate to all of Lessor in the terms and provisions of the applicable Lease (including this Agreement) and to the Demised Premises are owned by Mortgagee by reason rights of Landlord hereunder, (b) in the event such Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlords' option, attorn to Landlord and waive any right the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of such Lease (except that such waiver of a right of termination shall not be required in connection with an Operating Contract that is deemed a sublease for purposes of Section 13.04) (c) a concurrent copy of any deed-in-lieu notice of foreclosuredefault required or permitted to be given under the Sublease will be given to Landlord, judicial foreclosure(d) any amendment to said sublease to Landlord's prior consent in accordance with the provisions of Section 13.03 and Section 13.04, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsas applicable, and Mortgagee succeeds to (e) in the interest of Lessor under event the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee sublessee receives a written notice from Mortgagee Landlord or Landlord's assignees, if any, stating that Mortgagee has succeeded Tenant is in default under such Lease, the sublessee shall thereafter be obligated to pay all rentals accruing under said sublease directly to the interest of party giving such notice, or as such party may direct. All rentals received from the Lessor under sublessee by Landlord or Landlord's assignees, if any, as the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Leasecase may be, shall be and are credit against the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement amounts owing by reference, with the same force and effect as if set forth in full hereinTenant under such Lease.

Attornment. If the interests interest of Lessor Landlord in the Property and to under the Demised Premises are owned Lease shall be acquired by Mortgagee Agent by reason of any deed-in-lieu foreclosure of foreclosure, judicial foreclosure, sale pursuant to any power of sale the Mortgage or other proceedings brought by it or by any other manneract or proceeding(s) made or brought to enforce the rights of the Agent, including, but not limited to, Mortgagee's exercise by deed in lieu of its rights under foreclosure or as a result of any assignment of leases other means, then the Lease and rentsall terms therein, and Mortgagee succeeds to the interest rights of Lessor under Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the terms of the Lease, Lessee and Tenant shall be bound to Mortgagee Agent and Agent shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining terms, and any extension renewals thereof duly exercised by Lessee with the same force and effect as if Mortgagee the Agent were the Lessor Landlord under the Lease; and Lessee does . In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Mortgagee, Agent as its lessorhis landlord, said attornment to be effective and self-operative, operative without the execution of any further other instruments on the part of any of the parties either party hereto, immediately upon Mortgagee's Agent succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee shall be under no obligation Lease with written notice of same being delivered to pay rent to Mortgagee until Lessee receives Tenant. Upon receipt by Tenant of said written notice from Mortgagee Agent that Mortgagee Agent has succeeded to the interest of Landlord under the Lessor Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease or otherwise has at the right address provided by Agent in the notice. Tenant agrees, however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornmentProperty, to the extent execute an instrument in confirmation of the then remaining balance of foregoing provisions, satisfactory to Agent and Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the term of terms and conditions hereof and shall not be deemed or construed, in any way, as expanding or modifying Tenant’s obligations as tenant under the Lease, shall be and are the same as now except where specifically set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Tenant agrees that upon any termination of Landlord's ---------- interest in the interests Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of Lessor in the Premises (the "Successor") and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsall subsequent Successors, and Mortgagee succeeds shall pay to the interest Successor all of Lessor under the Leaserents and other monies required to be paid by Tenant hereunder and perform all of the other terms, Lessee covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound so request from such Successor in writing, such Successor shall execute and deliver to Mortgagee under Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor this Lease, on Tenant's part to be performed, Tenant's possession under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to provisions of this Lease shall not be effective and self-operative, without disturbed by such Successor. In the execution of any further instruments on event that the part of any of the parties hereto, immediately upon Mortgagee's succeeding Mortgagee succeeds to the interest of Lessor under Landlord hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease; provided. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, howeveras landlord, provided that Lessee in no event shall be such amendment increase Tenant's payment obligations or other liability under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the this Lease or otherwise has the right to receive such rents. The respective rights and reduce Landlord's obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinhereunder.

Attornment. If In the interests of event that Lessor in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale sells or other proceedings brought by it assigns its interest or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Leaseestate absolutely, Lessee shall be bound to Mortgagee the purchaser or assignee who assumes all of Lessor’s obligations under this Lease in writing, and the purchaser or assignee shall be bound to Lessee, under all of the termscovenants, covenants terms and conditions of the this Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee Term with the same force and effect as if Mortgagee were such purchaser or assignee was the Lessor under the Lease; , and Lessee does hereby attorn attorns to Mortgagee, such purchaser or assignee as its lessorlandlord, said such attornment to be effective and self-operative, self- operative without the execution of any further instruments instrument on the part of any either of the parties hereto, hereto immediately upon Mortgagee's such purchaser’s or assignee’s succeeding to the interest or estate of Lessor. If Lessor under should grant, mortgage or assign its interest in the Lease; providedPremises for security purposes (a “Mortgage”) and such Mortgage is either: (1) foreclosed for any reason and Lessor’s interest or estate is sold as upon execution in the manner provided by law or (2) Lessor’s interest or estate is sold at public or private sale by the holder of the Mortgage (“Mortgagee”), however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded bound to the interest purchaser at such sale under all of the Lessor under covenants, terms and conditions of this Lease for the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the such term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, hereof remaining with the same force and effect as if set forth such purchaser was the Lessor under the Lease, with the purchaser also being similarly bound. Specifically, on receipt of a notice from Mortgagee that Rents should be paid to Mortgagee, Lessee shall pay all Rents to Mortgagee or its designee directly. If the Mortgagee succeeds to the interest of Xxxxxx‌ under the Lease, Mortgagee shall not be: (i) liable for any act or omission of Lessor or any prior landlord; (ii) liable for the return of any Security Amount unless such security has been delivered to Mortgagee by Lessor or is in full hereinan escrow fund available to Mortgagee; (iii) subject to any offsets or defenses that Lessee might have against any prior landlord (including Lessor); (iv) bound by any rent or additional rent that Lessee might have paid for more than the current month to any prior landlord (including Lessor) unless such rent or additional rent has been delivered to Mortgagee by Lessor or is in an escrow fund available to Lessor; (v) bound by any amendment, modification, or termination of the Lease made without Mortgagee’s consent (provided Lessee was given notice of such Mortgage and such Mortgagee’s address at least thirty (30) Days prior to entering into same and provided further that Mortgagee’s consent shall not be required for an amendment which documents the exercise of a right granted to Lessee hereunder, such as extension and expansion options); (vi) personally liable under the Lease, Mortgagee’s liability hereunder being limited to its interest in the Premises; or (vii) bound by any notice of termination given by Lessor to Lessee without Mortgagee’s prior written consent thereto (provided Lessee was given notice of such Mortgage and such Mortgagee’s address at least thirty (30) Days prior to giving same). If during the pendency of foreclosure proceedings or otherwise, there is appointed by the court a receiver for the property of which the Premises are a part, Lessee hereby attorns to the receiver as its landlord during the pendency of such foreclosure proceeding, such attornment to be effective and self-operative without the execution of any further instrument on the part of either party.

Attornment. If the interests interest of Lessor Landlord in the Property and to under the Demised Premises are owned Lease shall be acquired by Mortgagee Agent by reason of any deed-in-lieu foreclosure of foreclosure, judicial foreclosure, sale pursuant to any power of sale the Mortgage or other proceedings brought by it or by any other manneract or proceeding(s) made or brought to enforce the rights of the Agent, including, but not limited to, Mortgagee's exercise by deed in lieu of its rights under foreclosure or as a result of any assignment of leases other means, then the Lease and rentsall terms therein, and Mortgagee succeeds to the interest rights of Lessor under Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the Leaseterms of the lease, Lessee and Tenant shall be bound to Mortgagee Agent and Agent shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining terms, and any extension renewals thereof duly exercised by Lessee with the same force and effect as if Mortgagee the Agent were the Lessor Landlord under the Lease; and Lessee does . In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Mortgagee, Agent as its lessorhis landlord, said attornment to be effective and self-operative, operative without the execution of any further other instruments on the part of any of the parties either party hereto, immediately upon Mortgagee's Agent succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee shall be under no obligation Lease with written notice of same being delivered to pay rent to Mortgagee until Lessee receives Tenant. Upon receipt by Tenant of said written notice from Mortgagee Agent that Mortgagee Agent has succeeded to the interest of Landlord under the Lessor Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease or otherwise has -at the right address provided by Agent in the notice. Tenant agrees, however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornmentProperty, to the extent execute an instrument in confirmation of the then remaining balance of foregoing provisions, satisfactory to Agent and Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the term of terms and conditions hereof and shall not be deemed or construed, in any way, as expanding or modifying Tenant’s obligations as tenant under the Lease, shall be and are the same as now except where specifically set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee Landlord shall be transferred by reason of the exercise of the power of sale contained in the Mortgage and assignment of rents and leases (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any the Mortgage and assignment of rents and leases and rentsthen, and Mortgagee succeeds to unless the interest Lease is terminated in accordance with the terms of Lessor under the LeaseLease or Paragraph 2 hereof, Lessee the Tenant thereunder shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor under Landlord or the Lease taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to time, execute and deliver such instruments evidencing such attornment as Purchaser or otherwise has the right to receive such rentsLender may require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of the Tenant upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2 hereof.

Attornment. If Liberty agrees that if the interests Agent, any of Lessor in and to the Demised Premises are owned by Mortgagee Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become the owner of the Liberty Leased Assets by reason of any deed-in-the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosureforeclosure (or dation en paiement) (a "Transfer Event"), judicial foreclosureand provided that at such time the Sublease shall be in full force and effect and shall not have expired or been terminated, sale pursuant to any power of sale the Sublease shall not be terminated or other proceedings brought by it or by any other manner, includingaffected thereby, but not limited to, Mortgagee's exercise of its rights under any assignment of leases shall continue in full force and rents, effect as a direct sublease between Liberty and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under such Transferee upon all of the terms, covenants and conditions set forth in the Sublease. Upon such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor under the Sublease, and to be bound by and perform all of the Lease for obligations imposed by the balance Sublease on the sublessee thereunder. Also, upon such a Transfer Event, the Transferee will be bound by all of the term thereof remaining and any extension thereof duly exercised obligations imposed by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments Sublease on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leasesublessor; provided, however, that Lessee such Transferee shall not be: (i) liable for any act or omission of Xxxxxxxx, provided that the foregoing shall not be under no deemed to relieve such Transferee from the obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee perform any obligation of the sublessor under the Sublease which obligation (a) Schedule V - 3 remains unperformed at the time that Mortgagee has succeeded such Transferee succeeds to the interest of the Lessor sublessor under the Lease Sublease and (b) is made known to Transferee and Transferee is provided notice and given the same opportunity to cure as afforded Xxxxxxxx under the Sublease; or otherwise has (ii) bound by any rent which Liberty might have paid under the right to receive Sublease for more than one month in advance, unless actually received by such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent Transferee; or (iii) bound by any amendment or modification of the then remaining balance of the term of the LeaseSublease that could have a material adverse affect on Agent's rights as a secured party; or (iv) subject to any offsets or defenses that Liberty might have against Xxxxxxxx (or any prior sublessor, shall be if applicable) unless Transferee has been given written notice thereof and are the same opportunity to cure as now set forth therein, it being afforded Xxxxxxxx under the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinSublease.

Attornment. If Subject to Section 3 above, if any Transfer of the interests of Lessor in Property should occur, Tenant shall and hereby does attorn to Purchaser, including Lender if it should be the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosurePurchaser, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to as the interest of Lessor landlord under the Lease, Lessee . Tenant shall be bound to Mortgagee Purchaser under all of the terms, covenants and conditions of the Lease for the balance of the Lease term thereof remaining and any extensions or renewals of it which may then or later be in effect under any validly exercised extension thereof duly exercised by Lessee or renewal option contained in the Lease, all with the same force and effect as if Mortgagee were Purchaser had been the Lessor original landlord under the Lease; and Lessee does hereby attorn , including the payment of all rent required to Mortgagee, as its lessor, said be made by Tenant pursuant to the terms of the Lease. This attornment to shall be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's Purchaser’s succeeding to the interest of Lessor the landlord under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives . Upon receipt by Tenant of written notice from Mortgagee Lender that Mortgagee Lender has succeeded elected to terminate the license granted to Borrower to collect rents, as provided in the Deed of Trust, and directing the payments of rents by Tenant to Lender, Tenant shall comply with such direction to pay and shall not be required to determine whether Borrower is in default under the Loan and/or the deed of Trust. To the extent that the Lease shall entitle Tenant to notice of any deed of trust, this agreement shall constitute such notice to Tenant with respect to the interest Deed of Trust and Tenant hereby waives notice of any and all renewals, modifications, extensions, substitutions, replacements, and/or consolidations of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations Deed of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinTrust.

Attornment. A. If the interests of Lessor in shall be transferred to and to the Demised Premises are owned by Mortgagee any Lender Party by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it in lieu of or pursuant to a foreclosure, or by any other manner, includingand, but to the extent not limited toprohibited or altered by federal regulations, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee such Lender Party succeeds to the interest of the Lessor under the Lease, Lessee agrees that Lessee shall be bound to Mortgagee such Lender Party under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee such Lender Party were the Lessor landlord under the Lease; , and Lessee does hereby attorn to Mortgagee, such Lender Party as its lessorlandlord, said attornment to be effective and self-operative, operative immediately upon such Lender Party succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee such Lender Party by reason of such attornment until Lessee receives written notice from Mortgagee such Lender Party that Mortgagee such party has succeeded to the interest of the Lessor under the Lease or otherwise has Lease. Each Lender Party agrees that Lessee’s compliance with the right to receive terms of such rentswritten notice shall not result in any liability of Lessee. The respective rights and obligations of Lessee and Mortgagee the Lender Party upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, and where not in conflict with the terms of the Loan Documents, the Act, or any federal regulation, where the terms of such Loan Documents, the Act, or federal regulation shall control, shall be and are the same as now set forth therein, ; it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, reference with the same force and effect as if set forth in full at length herein. B. Lessee waives any and all rights to terminate the Lease by reason of the foreclosure of the Mortgage. If any court holds the Lease to be terminated by reason of such a foreclosure, this Agreement shall be deemed to be a new lease between the applicable Lender Party, as landlord, and Lessee, as tenant, for the balance of the term of the Lease at the same rental therein provided and upon the same terms and conditions as therein provided. Also, in such event and at the written request of the applicable Lender Party, Lessee shall execute and deliver a new lease for the balance of the term of the Lease at the same rental therein provided and upon the same terms and conditions as therein provided and incorporating the terms of the Loan Documents, the Act, and applicable federal regulations. Notwithstanding anything to the contrary herein, if, prior to the date which is five years after the last date upon which any QREs (as defined in the Lease) relating to the Rehabilitation (as defined in the Lease) of the Real Estate achieve Placement in Service (as defined in the Lease), the foreclosure of the Mortgage (or any exercise of a power of sale under the Mortgage) would or could cause any recapture of the Historic Tax Credits as described in Sections 47 and 50 of the Code, passed through to Lessee under the Lease, and Lessee provides written notice to Lender of such recapture, together with a letter from Xxxxx Xxxxxxxxx LLP confirming that recapture could occur or that foreclosure might subject the Lessee to a claim by the IRS of a disallowance of Historic Tax Credits, then upon any action by Lender, or on behalf of Lender, to foreclose the Mortgage (including any action to exercise a power of sale under the Mortgage): (i) such Mortgage shall, without the execution of any further instruments on the part of any of the parties hereto, be subject, junior, and subordinate to the Lease (giving effect to any modifications to the terms of the Lease effected pursuant to this Agreement) and to all amendments and modifications thereof consented to by Lender as if such Mortgage had been executed, delivered, and recorded following the execution of the Lease and possession of all or part of the Real Estate by the Lessee, or its predecessors in interest, except where such subordination would make Lender liable to HUD or where it conflicts with the terms of the Loan Documents, the Act, or any federal regulation; and (ii) if required by Lessee, Lender shall cause confirmation of the subordination of the lien of such Mortgage to the Lease to be recorded prior to any foreclosure of or exercise of a power of sale under such Mortgage.

Attornment. If Grantee hereby acknowledges and agrees that the interests of Lessor in security and security interest granted herein are subject to the Demised Premises rights of certain lessees under the leases as set forth in the Credit Agreement and will be subject to the rights of lessees under any Leases entered into by the Grantor after the date hereof which are owned permitted as Permitted Liens pursuant to the Indenture, subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by Mortgagee the exercise by reason Grantee of any deed-in-lieu of foreclosureits rights hereunder, judicial foreclosure, sale pursuant to nor shall any power of sale or other proceedings brought by it or by such tenant be in any other manner, including, but not limited to, Mortgagee's exercise way deprived of its rights under any assignment the applicable Lease except in accordance with the terms of leases and rents, and Mortgagee such Lease. In the event that the Grantee succeeds to the interest of Lessor the Grantor under the a Lease, Lessee such Lease shall not be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect terminated or affected thereby except as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention and any sale of the parties hereto applicable leased premises by Grantee or pursuant to the judgment of any court in an action to enforce the remedies provided for this purpose to incorporate the Lease in this Agreement by reference, with Deed shall be made subject to such Lease and the same force and effect as if rights of such tenant expressly set forth thereunder. If Grantee succeeds to the interests of the Grantor in full herein.and to the applicable leased premises or under such Lease or enters into possession of such leased premises, the Grantee, and such tenants, shall be bound to

Attornment. If the interests interest of Lessor Landlord in the Property and to under the Demised Premises are owned ---------- Lease shall be acquired by Mortgagee Lender by reason of any deed-in-lieu foreclosure of foreclosure, judicial foreclosure, sale pursuant to any power of sale the Security Instrument or other proceedings brought by it or by any other manneract or proceeding(s) made or brought to enforce the rights of the Lender, including, but not limited to, Mortgagee's exercise by deed in lieu of its rights under foreclosure or as a result of any assignment of leases other means, then the Lease and rentsall terms therein, and Mortgagee succeeds to the interest rights of Lessor under Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the terms of the Lease, Lessee and Tenant shall be bound to Mortgagee Lender and Lender shall be bound to Tenant, subject to the terms hereof, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension renewals thereof duly exercised by Lessee with the same force and effect as if Mortgagee the Lender were the Lessor Landlord under the Lease; and Lessee does . In the event Lender acquires the interest of Landlord, Tenant hereby agrees to attorn to Mortgagee, Lender as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further other instruments on the part of any of the parties either party hereto, immediately upon Mortgagee's Lender succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee shall be under no obligation Lease with written notice of same being delivered to pay rent to Mortgagee until Lessee receives Tenant. Upon receipt by Tenant of said written notice from Mortgagee Lender that Mortgagee Lender has succeeded to the interest of Landlord under the Lessor Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease or otherwise has at the right address provided by Lender in the notice. Tenant agrees, however, upon the election of and written demand by Lender within sixty (60) days after Lender receives title to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornmentProperty, to the extent execute an instrument in confirmation of the then remaining balance of the term of the Leaseforegoing provisions, mutually satisfactory to Lender and Tenant, in which Lender and Tenant shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinacknowledge these agreements.

Attornment. If For the interests purposes of Lessor in and to this Section, the Demised Premises are owned by term "Successor Lessor" shall mean the Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee if the same succeeds to the interest rights of Lessor under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the Leaserights of Lessor under this Lease by virtue of having purchased the Premises or a part thereof at a foreclosure sale. At the request of a Successor Lessor and upon such Successor Lessor's written agreement to accept Lessee's attornment, and to not disturb Lessee's quiet possession of the Premises, Lessee shall be bound attorn to Mortgagee and recognize such Successor Lessor as Lessee's Lessor under this Lease and shall promptly execute and deliver any instrument that such Successor Lessor may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Successor Lessor and Lessee upon all of the terms, conditions and covenants and conditions of as are set forth in this Lease except that the Lease Successor Lessor shall not: (i) be liable for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest previous act or omission of Lessor under the this Lease; provided(ii) be subject to any offset, howeverdeficiency or defense which theretofore shall have accrued to Lessee against Lessor; or (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Rent, that Lessee unless such modification or prepayment shall be under no obligation to pay rent to have been expressly approved in writing by the Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has through or by reason of which the Successor Lessor shall have succeeded to the interest right of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the this Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-in- lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, ; Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof thereto duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; , and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Subject to the provisions of Paragraph 2 herein, if the interests of Lessor in and to the Demised Leased Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it or by any other manner, including, including (but not limited to, ) Mortgagee's exercise of its rights under any security interest covering, or any assignment of of, leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension or renewal thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease, provided, however, Mortgagee abides by all of the terms of the Lease, including Tenant's right to quiet enjoyment (to the extent such quiet enjoyment is provided under the Lease) ; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. In the event Lessor receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents, Lessor hereby consents to the payment of such rents to Mortgagee thereafter and releases Lessee from any liability to Lessor for any such rents so paid to Mortgagee, and Mortgagee agrees to indemnify, defend and hold Lessee harmless from any claim, including, without limitation, all reasonable expenses incurred by Tenant in connection therewith, asserted by Lessor for any such rents so paid to Mortgagee. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extension or renewal, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full at length herein.

Attornment. If Subject to Section 3 of this Agreement, the interests ---------- of Lessor in and to the Demised Premises Project are owned by Mortgagee by reason of any deed-in-in- lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 2, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Security Deed (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Security Deed, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale the Security Deed or other proceedings brought by it or by any other mannerthe Assignment of Leases, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee lessee thereunder shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2.

Attornment. If the interests of Lessor in and to ---------- the Demised Premises are owned by Mortgagee by reason of any deed-deed- in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Mortgagee hereby acknowledges and agrees that the interests of Lessor in and liens granted herein are subject to the Demised Premises rights of certain lessees under the leases as disclosed in the Credit Agreement set forth on and will be subject to the rights of lessees under any Leases entered into by Mortgagor after the date hereof which are owned permitted as Permitted Liens pursuant to the Credit Agreement, subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Mortgagee by reason of any deed-in-lieu of foreclosureits rights hereunder, judicial foreclosure, sale pursuant to nor shall any power of sale or other proceedings brought by it or by such tenant be in any other manner, including, but not limited to, Mortgagee's exercise way deprived of its rights under any assignment the applicable Lease except in accordance with the terms of leases and rents, and such Lease. In the event that Mortgagee succeeds to the interest of Lessor Mortgagor under the a Lease, Lessee such Lease shall not be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect terminated or affected thereby except as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention and any sale of the parties hereto applicable leased premises by Mortgagee or pursuant to the judgment of any court in an action to enforce the remedies provided for this purpose to incorporate the Lease in this Agreement by reference, with Mortgage shall be made subject to such Lease and the same force and effect as if rights of such tenant expressly set forth in full herein.thereunder. If Mortgagee succeeds to the interests of

Attornment. If Unless the Lease is terminated in accordance with Paragraph 2, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee Landlord under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if the Lender takes possession of the Property pursuant to any power provisions of sale the Mortgage or other proceedings brought by it or by any other mannerthe Assignment, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant thereunder shall be bound to Mortgagee the Purchaser or the Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor Landlord under the Lease; , and Lessee Tenant does hereby attorn to Mortgageethe Purchaser or Lender, as its lessorthe same may be (if it takes title to or possession of the Property), said as the Landlord under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor Landlord under the Lease or otherwise has the right taking of title to receive or possession of the Property by Lender. Nevertheless, Tenant shall, from time to time, execute and deliver such rentsinstruments evidencing such attornment as Purchaser or Lender may require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee Tenant upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2.

Attornment. If the interests interest of Lessor in and to Landlord shall be acquired by any Mortgagee (as used herein the term "MORTGAGEE" shall include any holder of a mortgage or deed of trust encumbering the Demised Premises are owned and any purchaser of the Demised Premises at foreclosure) by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it to enforce the rights of the holder of any mortgage or by any other manner, including, but not limited to, Mortgagee's exercise deed of its rights under any assignment of leases and rentstrust encumbering the Demised Premises, and such Mortgagee succeeds to the interest of Lessor under Landlord hereunder, this Lease and the Leaserights of Tenant hereunder shall continue in full force and effect and shall not be terminated or disturbed except in accordance with the terms hereof, Lessee and Tenant shall be bound to such Mortgagee under all of the terms, covenants and conditions of the this Lease for the balance of the term then remaining, and extensions or renewals thereof remaining and any extension thereof duly exercised by Lessee that may be effected in accordance with the options contained herein, with the same force and effect as if such Mortgagee were the Lessor lessor or landlord hereunder and Tenant the lessee under the Lease; . In such event, Tenant agrees to and Lessee does hereby attorn to Mortgagee, such Mortgagee as its lessor, said such attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, operative immediately upon Mortgagee's such Mortgagee succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee . Tenant shall be under no obligation to thereafter pay rent to Mortgagee until Lessee from and after the time that Tenant receives written notice from Mortgagee that Mortgagee it has succeeded to the interest of the Lessor Landlord under the Lease or otherwise has the right to receive such rentsLease. The respective rights and obligations of Lessee Tenant and such Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extension or renewal, thereof, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinLease.