Common use of Attornment Clause in Contracts

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest the interests of Lessor under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest Each Lease Modification and New Lease entered into from and after the date hereof shall provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by Lender of any remedy provided for in under this Agreement or the Security Instrument, if Lender agrees to a non-disturbance provision pursuant to Section 8.7.9, the Tenant under such Lease shall, at the option of Lender or of any Facility Mortgage Documents (or in lieu other Person succeeding to the interest of Lender as a result of such exercise)enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from and after such succession to the extent of Lender’s, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor’s, conveyance or termination; interest in the Property), (iii) bound by any previous modification credits, claims, setoffs or amendment to this Master Lease or defenses which any previous prepayment of more than one month’s rentTenant may have against Borrower, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord obligation on Borrower’s part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (v) any obligation on Borrower’s part, pursuant to such new owner Lease, to pay any sum of money to any Tenant. Each such New Lease shall also provide that, upon the reasonable request by Lender or superior lessorsuch successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof Facility or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelessor; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest in the Leased Property Lessor of a Superior Lease or any portion thereof the Holder of a Superior Mortgage shall succeed to the rights of Landlord under this Lease, whether through possession or interest therein is soldforeclosure action or delivery of a new lease or deed, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) then at the request of such party so succeeding to Landlord’s rights or other person having or acquiring title by virtue of such foreclosure or termination (herein sometimes referred to as “Successor Landlord”) and option of the new owner or superior lessor, as the case may beupon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” landlord under this Master Lease or enter into and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a new direct lease substantially in between the form Successor Landlord and Tenant upon all of this Master Lease with the new owner or superior lessorterms, conditions, and Tenant shall take such actions to confirm the foregoing within ten covenants in this Lease, except as follows: (10) days after request; and (ba) the new owner or superior lessor Successor Landlord shall not be (i) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; Lease; (iib) the Successor Landlord shall not be subject to any offset, abatement or reduction of rent because of any default of offset (unless expressly provided for in this Lease) which shall have theretofore accrued to Tenant against Landlord; (c) the Successor Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) shall not be bound by any previous modification of this Lease, unless expressly provided for in this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s rentBase Rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility Mortgagee (the Lessor of the Superior Lease or the Holder of the Superior Mortgage through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If LandlordSubject to the limitation set forth in Section 36.1 regarding Lessee and any Facility Mortgagee entering into a subordination and non-disturbance agreement, Lessee agrees that if Lessor’s interest in the Leased Property and/or any Capital Additions or any portion part(s) or portion(s) thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Mortgage, or otherwise by operation of law: (ai) at the request and option of the new owner or superior lessorowner’s option, as the case may be, Tenant Lessee shall attorn to and recognize the new owner or superior lessor as TenantLessee’s “landlord” Lessor under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorowner, and Tenant Lessee shall take such actions to confirm the foregoing within ten fifteen (1015) days Business Days after request; and (bii) the new owner or superior lessor shall not be (ia) liable for any act or omission of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or termination; , (iib) subject to any offset, abatement or reduction of rent because of any default of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or termination; , (iiic) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent required by such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage DocumentsMortgagee) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either casesuccessor lessor, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivd) liable for any security deposit or other collateral deposited or delivered to Landlord Lessor pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior successor lessor.

Attornment. If Landlord’s interest Each new Lease entered into from and after the date hereof shall provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by Lender of any remedy provided for in under this Security Instrument or the Note, the tenant under such Lease shall, at the option of Lender or of any Facility Mortgage Documents (or in lieu other Person succeeding to the interest of Lender as a result of such exercise)enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from and after such succession to the extent of Lender's, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor's, conveyance or termination; interest in the Property), (iii) bound by any previous modification credits, claims, setoffs or amendment to this Master Lease or defenses which any previous prepayment of more than one month’s renttenant may have against Borrower, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord obligation on Borrower's part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (vi) any obligation on Borrower's part, pursuant to such Lease, to pay any sum of money to any tenant. Each such tenant, upon the reasonable request by Lender or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. At the request of any tenant that enters into a new owner or superior lessorLease that is on prevailing market terms, Lender shall deliver to such tenant a subordination, nondisturbance and attornment agreement in form and substance reasonably acceptable to Lender.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is soldand shall in no event exceed such interest. Alternatively, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (Lender or in lieu of such exercise), its successors or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beassigns, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the form of Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAgreement.

Attornment. If Landlord’s interest the interests of Lessor under this Lease are ---------- transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form ------------- remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days Business Days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous material modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such material modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If any Mortgagee shall succeed to the rights of Landlord under this Lease or to ownership of the Premises, whether through possession or foreclosure or the delivery of a deed to the Premises in lieu of foreclosure, then, except as otherwise provided in the applicable Subordination, Non-Disturbance and Attornment Agreement between Tenant and Mortgagee, and so long as Tenant is not in default under this Lease, such Mortgagee shall automatically be deemed to have recognized this Lease and to assume the obligations of Landlord hereunder accruing on and after the date such Mortgagee acquired title to the Premises, and Tenant shall attorn to and recognize such Mortgagee as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment (whether before or after the making of the Mortgage); provided, however, Mortgagee shall not be (a) liable for any previous act or omission of any prior landlord (including the Landlord); (b) subject to any credit, offset, claim, counterclaim, demand or defense which Tenant may have against any prior landlord (including the Landlord), (c) bound by any previous payment of more than one month’s Rent; (d) bound by any previous modification of the Lease or any consent to any assignment or sublet (made without Mortgagee's written consent); (e) bound by any covenant of Landlord to undertake or complete any construction of the Premises or any portion thereof, or (f) bound by or responsible for any security deposit, tax, insurance, or other prepaid or escrowed sums not actually received by Mortgagee. In the event of any other transfer of Landlord’s interest in hereunder, such transferee shall automatically be deemed to have recognized this Lease and to assume the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon obligations of Landlord hereunder accruing on and after the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu date of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may betransfer, Tenant shall attorn to and recognize the new owner or superior lessor such transferee as Tenant’s “landlord” landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take promptly execute and deliver any instrument that such actions transferee and Landlord may reasonably request to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to evidence such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Interest, then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Party, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the Landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as Landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor Landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent's rent in advance of its due date, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Party through or by reason of which such Facility Mortgagee (successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (iv) liable for any security deposit or other collateral (if any) deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor Landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorTenant.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (i) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (ii) enter into a new lease substantially in the form of this Master New Lease with such party, as landlord, pursuant to Section 40 hereof for the new owner or superior lessorremaining Term and otherwise on the same terms and conditions as this Lease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (iw) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iix) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiiy) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (ivz) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorlessor in accordance with the terms and provisions set forth in the nondisturbance and attornment agreement previously delivered to the holder of such Facility Mortgage pursuant to Section 31.1, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) subject to the terms and provisions set forth in the nondisturbance and attornment agreement previously delivered to the holder of such Facility Mortgage pursuant to Section 31.1, the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s the interest of Borrower in the Leased Property Premises shall be transferred by reason of foreclosure or any portion thereof or interest therein is soldother proceedings brought by Lender under the Mortgage, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or including a deed in lieu of foreclosure, Tenant shall be bound to the successor to Borrower’s interest (hereinafter referred to as “Owner”) under all of the terms, covenants, and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be exercised in accordance with any option therefor in the Lease, and Tenant does hereby attorn to Owner as Tenant’s landlord, said attornment to be effective and self-operative immediately without the execution of any further instruments on the part of either Tenant or Owner; provided, however, Tenant, upon the written request of Owner, will enter into a separate attornment agreement consistent with this Agreement within twenty-one (21) days after such exerciserequest. From and after such attornment, Owner shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease as a direct indenture of Lease with the same force and effect as if originally entered into between Tenant and Owner subject to the provisions of Section 5 below; provided, however, neither Lender nor Owner shall be: a. personally liable for any damage sustained by Tenant as a result of any act or omission of any prior landlord (including Borrower), which constitutes a default under the Lease incurred by Tenant prior to the date Lender or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorOwner, as the case may be, Tenant shall attorn to and recognize becomes the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in of the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestMortgaged Property; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) or b. subject to any offsetoffsets or defenses as are expressly afforded Tenant under the Lease against any prior landlord (including Borrower), abatement or reduction of rent because of any default of Landlord if any, unless Lender has been given written notice thereof and the same time to cure as afforded the landlord under this Master Lease occurring prior to such sale, conveyance or terminationthe Lease; (iii) or c. bound by any previous modification rent or amendment to this Master Lease or any previous prepayment of additional rent which is payable on a monthly basis and which Tenant might have paid for more than one month’s rent(1) month in advance to any prior landlord (including Borrower), unless such modification, amendment or prepayment shall have been approved in writing is required under the Lease; or d. bound by such Facility Mortgagee (to the extent such approval was required at the time of such any material amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) orLease, in including, without limitation, any thereof which would change the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice term of the Facility Mortgage and Lease, the identity and address fixed rent specified therein, or decrease the size of the Facility MortgageePremises, made without Lender’s prior written consent; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.or

Attornment. If LandlordLxxxxxxx’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelessor; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under, any mortgage made by Landlord covering the Premises, or if Landlord sells, conveys or otherwise transfers its interest in the Leased Property or any an portion thereof or interest therein is soldcontaining the Premises, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of the event the lessor under any ground or superior lease shall succeed to Landlord’s interests under this Lease, this Lease shall remain in full force and effect and Tenant hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to such exercise)successor in interest and recognizes such successor as the Landlord under this Lease. Upon such attornment, this Lease shall continue in full force and effect as, or otherwise by operation as if it were, a direct lease between the successor landlord and Tenant upon all of lawterms and conditions and covenants as are set forth in this Lease, except that the successor landlord shall not: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any previous act or omission omissions of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) be subject to any offsetoffset not provided for in this Lease, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior which shall have theretofore accrued to such sale, conveyance or terminationTenant against Landlord; and (iiic) be bound by any previous modification of this Lease not provided for in this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s rentBase Rent, unless such modification, amendment modification or prepayment shall have been approved in writing by the lessor of such Facility Mortgagee (superior lease or the holder of such mortgage through or by reason of which the successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. (a) If Landlord’s interest in at any time prior to the Leased expiration of the Term, any Superior Lease shall terminate or be terminated for any reason or any Mortgagee comes into possession of the Real Property or the Building or the estate created by any portion thereof Superior Lease by receiver or interest therein is soldotherwise, conveyed or terminated upon Tenant agrees, at the exercise option of any remedy provided for in Superior Lessor or Mortgagee, to attorn to any Facility such Lessor or Mortgagee or any Person acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage Documents (or the granting of a deed in lieu of such exerciseforeclosure (a "Successor Landlord''), or otherwise by operation upon the then executory terms and conditions of law: (a) at this Lease, subject to the request provisions of Section 10.1 hereof and option this Section 10.2, for the remainder of the new owner Term, provided that such owner, Lessor or superior lessorMortgagee, or receiver caused to be appointed by any of the foregoing, as the case may be, Tenant shall attorn then be entitled to possession of the Premises and recognize provided further that such Lessor or Mortgagee, as the new owner case may be, or superior lessor anyone claiming by, through or under such owner, Lessor or Mortgagee, as Tenant’s “landlord” under this Master Lease or enter into the case may be, including a new lease substantially in the form of this Master Lease with the new owner or superior lessorpurchaser at a foreclosure sale, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be be: (i) except as hereafter set forth, liable for any act or omission of Landlord under this Master Lease occurring any prior to such salelandlord (including, conveyance or termination; without limitation, the then defaulting landlord), or (ii) subject to any offsetdefense or offsets which Tenant may have against any prior landlord (including, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salewithout limitation, conveyance or termination; the then defaulting landlord), or (iii) bound by any previous modification payment of Rental which Tenant may have made to any prior landlord (including, without limitation, the then defaulting landlord) more than thirty (30) days in advance of the date upon which such payment was due, or (iv) bound by any obligation to perform or amendment fund any work or to this Master Lease make improvements to the Premises, except for (i) repairs and maintenance pursuant to the provisions of Article 8, (ii) repairs to the Premises or any previous prepayment part thereof as a result of more than one month’s rentdamage by fire or other casualty pursuant to Article 12 hereof, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (but only to the extent required of Landlord, and (iii) repairs to the Premises as a result of a partial condemnation pursuant to Article 13 hereof, but only to the extent that such approval was required at repairs can be reasonably made from the time net proceeds of any award made available to such owner, Lessor or Mortgagee, or (v) bound by any amendment or modification or prepayment under of this Lease made without its consent (if such consent is required), or (vi) bound to return Tenant's security deposit, if any, until such deposit has come into its actual possession and Tenant would be entitled to such security deposit pursuant to the terms of this Lease; provided, however, that the applicable Facility Mortgage Documentsforegoing clauses (i) orthrough (vi) shall in no way modify, limit or impair any obligation of such Lessor or Mortgagee to perform maintenance and repair obligations to existing improvements and to provide services to the extent the same are continuing Landlord obligations under this Lease. (b) The provisions of this Section 10.2 shall enure to the benefit of any such owner, Lessor or Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such owner, Lessor or Mortgagee, shall execute, at Tenant's expense, from time to time, instruments, in the case of such prepaymentrecordable form, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice confirmation of the Facility Mortgage foregoing provisions of this Section 10.2, satisfactory to any such owner, Lessor or Mortgagee, acknowledging such attornment and setting forth the identity terms and address conditions of the Facility its tenancy. Nothing contained in this Section 10.2 shall be construed to impair any right otherwise exercisable by any such owner, Lessor or Mortgagee; , or (iv) liable for to excuse any security deposit such owner, Lessor or other collateral deposited or delivered Mortgagee from performing obligations of repair and maintenance required to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorbe performed by it hereunder.

Attornment. If Landlord’s interest Each Lease Modification and New Lease entered into from and after the date hereof (unless a Non-Disturbance Agreement is entered into by Lender and such Tenant with respect to such Lease) shall provide that in the Leased Property event of Lender's (or any portion thereof other Person's who succeeds to the interest of Lender as a result of such enforcement) obtaining ownership or interest therein is sold, conveyed or terminated upon possession of the Property through the exercise of Lender's remedies hereunder or any remedy provided for in any Facility Mortgage Documents (or transfer in lieu thereof, the Tenant under such Lease shall, at the option of Lender or of such exercise)Person, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment (unless otherwise consented to by Lender in its sole discretion or as otherwise permitted hereby), (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offset, abatement or reduction the continuing obligations of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (the landlord to the extent such approval was required at act, omission or default continues after such succession to the time extent of Lender's, or such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) orsuccessor's, interest in the case of such prepaymentProperty), such prepayment of rent has actually been delivered to such new owner (iii) any credits, claims, setoffs or superior lessor or in either casedefenses which any Tenant may have against Borrower, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered obligation under such Lease to Landlord maintain a fitness facility at the Property, (v) any obligation on Borrower's part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (vi) any obligation on Borrower's part, pursuant to such new owner Lease, to pay any sum of money to any Tenant. Each such New Lease shall also provide that, upon the reasonable request by Lender or superior lessorsuch successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, any Lease Modification, in lieu of providing the foregoing, may contain a confirmation by the Tenant that any Non-Disturbance Agreement previously entered into by Lender and such Tenant with respect to the Lease being so modified shall remain in full force and effect.

Attornment. If Landlord’s interest in the Leased Property Lessor of a Superior Lease or any portion thereof the Holder of a Superior Mortgage shall succeed to the rights of Landlord under this Lease, whether through possession or interest therein is soldforeclosure action or delivery of a new lease or deed, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) then at the request of such party so succeeding to Landlord's rights or other person having or acquiring title by virtue of such foreclosure or termination (herein sometimes referred to as "Successor Landlord") and option of the new owner or superior lessor, as the case may beupon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” 's landlord under this Master Lease or enter into and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a new direct lease substantially in between the form Successor Landlord and Tenant upon all of this Master Lease with the new owner or superior lessorterms, conditions, and Tenant shall take such actions to confirm the foregoing within ten covenants in this Lease, except as follows: (10) days after request; and (ba) the new owner or superior lessor Successor Landlord shall not be (i) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; Lease; (iib) the Successor Landlord shall not be subject to any offset, abatement or reduction of rent because of any default of offset (unless expressly provided for in this Lease) which shall have theretofore accrued to Tenant against Landlord; (c) the Successor Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) shall not be bound by any previous modification of this Lease, unless expressly provided for in this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s rent's Base Rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility Mortgagee (the Lessor of the Superior Lease or the Holder of the Superior Mortgage through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If In the event of (a) a transfer of Landlord’s interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord’s interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such exercise)events Tenant shall, upon demand by the owner of the Building or the land on which it is constructed, or otherwise by operation both, attorn to and recognize the transferee or purchaser of law: (a) at Landlord’s interest or the request and option of lessor under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such person, as “Landlord,” and Tenant, as “Tenant,” except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person’s succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing price to such lease termination or prior to such saleperson’s succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person’s succession to title for more than one month(1) month in advance. Tenant shall, upon request by Landlord or the transferee or purchaser of Landlord’s rent, unless such modification, amendment interest or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment lessor under the terms terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or as a result of the applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

Attornment. If Except as hereinafter provided in this Section 20.2, Tenant shall and hereby agrees to attorn, and be bound under all of the terms, provisions, covenants and conditions of this Agreement, to any Successor Landlord under this Agreement for the balance of the Term of this Agreement remaining at the time of the succession of such interest to such Successor Landlord’s interest . In particular, in the Leased Property or event that any portion thereof or interest therein is sold, conveyed or terminated upon proceedings are brought for the exercise foreclosure of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beHotel Mortgage, Tenant shall attorn to the purchaser at any such foreclosure sale and recognize the new owner or superior lessor such purchaser as Tenant’s “landlord” a Successor Landlord under this Master Lease or enter into Agreement. Tenant agrees that neither the purchaser at any such foreclosure sale nor the foreclosing Mortgagee (other than a new lease substantially in the form Mortgagee that is an Affiliate of this Master Lease with the new owner or superior lessor, and Tenant Landlord) shall take such actions to confirm the foregoing within ten (10a) days after request; and (b) the new owner or superior lessor shall not be (i) liable have any liability for any act or omission of Landlord under this Master Lease occurring or arising prior to the earlier of the date of the foreclosure sale or the date such saleMortgagee takes possession of the Leased Property, conveyance (b) be responsible for any monies owing by or termination; on deposit with any prior Landlord to the credit of Tenant (iiexcept to the extent actually paid or delivered to the Successor Landlord), (c) be subject to any offsetcounterclaim, abatement offsets or reduction of rent because of any default of defenses which Tenant may have as a claim against Landlord under this Master Lease occurring or arising prior to such salethe earlier of the date of the foreclosure sale or the date Mortgagee takes possession of the Leased Property, conveyance or termination; (iiid) be bound by any previous modification or amendment advance rents which may have been paid by Tenant to this Master Lease or any previous prepayment of Landlord for more than one month’s rentthe current period in which such rents come due; provided, unless such modificationhowever, amendment or prepayment that notwithstanding the provisions of Section 14.3 hereof, the Landlord shall have been approved be personally liable and responsible to Tenant for the matters set forth in writing by such Facility Mortgagee (a) through (d) above to the extent such approval was required purchaser at any foreclosure sale or the time foreclosing Mortgagee is not liable or responsible for, bound by, or subject to any such matters as provided in this sentence. The Tenant's obligation and agreement to attorn to a Successor Landlord as provided herein shall exist so long as such Successor Landlord (w) recognizes Tenant's rights under this Agreement, (x) is not a Person which is an Affiliated Person of such amendment Tenant, (y) is not a Person or modification an Affiliated Person of a Person which owns or prepayment under has an equity interest in a hotel brand, trade name, system or chain which is comprised of at least twenty (20) hotels and (z) shall have sufficient financial resources to fulfill Landlord's obligations hereunder. Provided, however, a Person that owns and has an equity interest in a hotel brand, trade name, system or chain merely as a franchisee or a mere passive investor that has no control or influence over the terms business of the applicable Facility Mortgage Documents) or, in the case of such prepaymentbrand at issue, such prepayment as a mere limited partner in a partnership, a mere shareholder in a corporation or a mere payee of rent has actually been delivered royalties based on a prior sale transaction, may be a Successor Landlord. In the event Tenant is not required to attorn to a Successor Landlord as provided herein, Tenant may terminate this Agreement and pursue damages against such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor Landlord.

Attornment. If Landlord’s interest the interests of Lessor under this ---------- Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in A. Management Company agrees that, subject to the Leased Property or any portion thereof or interest therein is soldprovisions of Section 6.06 B, conveyed or terminated upon the exercise a Foreclosure of any remedy Qualified Loan, provided for in any Facility Mortgage Documents (or in lieu of such exercise), that this Agreement has not expired or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorbeen earlier terminated in accordance with its terms, as the case may be, Tenant Management Company shall attorn to any Subsequent Owner and recognize shall remain bound by all of the new owner or superior lessor terms, covenants and conditions of this Agreement for the balance of the remaining Term (including any Renewal Terms) with the same force and effect as Tenant’s “landlord” if such Subsequent Owner were the "Owner" under this Master Lease or enter into Agreement; provided, however, that Management Company shall be under no such obligation to so attorn, and, to the contrary, shall thereupon have the right to terminate this Agreement on thirty (30) days' prior written notice to both Owner and such Subsequent Owner: (i) if such Subsequent Owner would not qualify as a new lease substantially in the form permitted transferee under Section 19.01 A of this Master Lease with the new owner Agreement; or superior lessor(ii) unless such Subsequent Owner, and Tenant shall take such actions to confirm the foregoing within ten twenty (1020) days after request; and the Foreclosure Date (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case event such Subsequent Owner acquires title to the Hotel after the Foreclosure Date, within twenty (20) days after the date of such prepaymentacquisition of title to the Hotel), assumes all of the obligations of the "Owner" under this Agreement which arise from and after the Foreclosure Date (or such prepayment later date of rent has actually been acquisition of title to the Hotel), pursuant to a written assumption agreement which shall be delivered to Management Company. Upon the written request of any Qualified Lender, Management Company shall periodically execute and deliver a statement, in a form reasonably satisfactory to such new owner or superior lessor or Qualified Lender, reaffirming Management Company's obligation to attorn as set forth in either casethis Section 6.06 A. B. It is understood by the parties that, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice in view of the Facility Mortgage fact that a Qualified Lender will have the right to terminate this Agreement on a Foreclosure under the provisions of Section 6.04, Management Company has an interest in being informed, within a reasonable period of time after a Secured Loan Acceleration, of whether or not such Qualified Lender intends to exercise such right of termination. Accordingly, if, by no later than that date (the "Post-Foreclosure Decision Date") which is ninety (90) days after the date of any Secured Loan Acceleration, Management Company has not received a Non- Disturbance Agreement executed by the Holder of such Secured Loan, Management Company shall, as of the Post-Foreclosure Decision Date and thereafter, no longer be under any obligation to attorn (pursuant to the provisions of Section 6.06 A) with respect to any Foreclosure of that Secured Loan, and Management Company shall have the option to terminate this Agreement, by written notice to both Owner and the identity and address Holder of each existing Qualified Loan, at any time within the Facility Mortgagee; or sixty (iv60) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorday period immediately following the Post-Foreclosure Decision Date.

Attornment. If Landlord’s interest In the event any proceedings are brought for foreclosure, or in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise of the power of sale under any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise made by operation of law: (a) at the request and option of Landlord covering the new owner or superior lessor, as the case may bePremises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease or enter Lease. Tenant hereby agrees that, provided Landlord and any such Landlord’s Mortgagee had both previously executed and delivered written notice to Tenant that Landlord and such Landlord’s Mortgagee have entered into a new lease substantially in Mortgage relating to the form of this Master Lease with the new owner Project, then such Mortgagee or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor its successor shall not be (ia) bound by any payment of Base Rent or Additional Rent for more than one (1) month in advance, except to the extent such advance payment is expressly required under this Lease or has actually been transferred to such mortgagee or its successor, (b) except for those matters under which Tenant has an express right provided to Tenant under this Lease, bound by any amendment or modification of this Lease made without the consent of Landlord’s mortgagee or its successor, (c) liable for any breach, act or omission of Landlord any prior landlord unless prior to the date of transfer of Landlord’s interest in this Lease to such mortgagee or successor, (i) Tenant shall have delivered notice to Landlord’s Mortgagee of such default and the time to cure such default has passed, or (ii) such default is of a continuing nature (such as repair and maintenance obligations) and continues after the date of the transfer of the landlord’s interest under this Master Lease occurring prior to such saleLease, conveyance or termination; (iid) subject to any offset, abatement claim of offset or reduction of rent because of defenses that Tenant may have against any default of Landlord under this Master Lease occurring prior landlord (except with respect to such sale, conveyance payment or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms nonpayment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAllowance).

Attornment. If Landlord’s interest Each New Sublease entered into from and after the date hereof shall provide that, (a) in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of a termination of the exercise of any remedy provided for in any Facility Mortgage Documents Master Lease the Tenant under such Sublease shall attorn to Borrower (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option case of the new owner Maryland Property, Maryland Loan Guarantor) and shall recognize Borrower (or superior lessor, as in the case may beof the Maryland Property, Tenant shall attorn to and recognize the new owner or superior Maryland Loan Guarantor) as lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such Sublease without change in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; provisions thereof and (b) in the new owner event, following any termination of the Master Lease, of the enforcement by Lender of any remedy under this Agreement or superior the Security Instrument, the Tenant under such Lease shall, at the option of Lender or of any other Person succeeding to the interest of Lender as landlord under such Lease as a result of such enforcement, attorn to Lender or to such Person and shall recognize Lender or such successor in the interest as lessor under such Lease without change in the provisions thereof; provided, however, Lender or such successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; default by Borrower (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, under any such prepaymentLease, such prepayment of rent has actually been delivered to such new owner (iii) any credits, claims, setoffs or superior lessor defenses which any Tenant may have against Borrower (or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice the case of the Facility Mortgage and the identity and address of the Facility Mortgagee; Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, (iv) liable for any security deposit obligation on the part of Borrower (or other collateral deposited in the case of the Maryland Property, Maryland Loan Guarantor) or delivered to Landlord Master Lessee, as applicable, pursuant to this such Lease, to perform any tenant improvement work or (v) any obligation on the part of Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lease unless such security deposit or other collateral has actually been delivered Lessee, as applicable, pursuant to such new owner Lease, to pay any sum of money to any Tenant. Each such New Sublease shall also provide that, upon the reasonable request by Lender or superior lessorsuch successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. If Landlord’s Bank or any other person or entity (the "New Owner") acquires ownership of Lessor's interest in the Leased Property or any portion thereof or interest therein is soldPremises as a result of Lessor's default under the Mortgage, conveyed or terminated upon whether as the exercise result of any remedy provided for in any Facility Mortgage Documents (or foreclosure of the Mortgage, acceptance ofa deed to the Premises in lieu of such exercise)foreclosure, or otherwise by operation of law: otherwise, then: (a) at Lessee shall attom to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to New Owner and recognize the new owner or superior lessor New Owner as Tenant’s “landlord” its Lessor under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLease; and (b) the new owner New Owner shall recognize and accept Lessee as its Lessee under the Lease; (c) the Lease shall continue under the same terms, covenants and conditions in full force and effect as a direct lease between the New Owner and Lessee for the full remaining term thereof and any extension or superior lessor renewals thereof which may be effected in accordance with any option in the Lease; and (d) the New Owner shall thereafter assume and perform all of Lessor's obligations as the Lessor under the Lease with the same force and effect as if the New Owner were originally named therein as Lessor; provided, however, that the New Owner shall not be be: (ia) liable Liable for any act act, omission or omission default of Landlord under this Master Lease occurring any prior to such saleLessor (including, conveyance or terminationwithout limitation, the then defaulting Lessor); or (iib) subject Subject to any offsetdefenses, abatement counterclaims, or reduction offsets that Lessee may have against any prior Lessor (including, without limitation, the then defaulting Lessor); or (c) Bound by any payment of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of additional rent that Lessee might have paid for more than one month’s rentmonth in advance of the due date under the Lease to any prior Lessor (including, unless such modificationwithout limitation, amendment or prepayment shall have been approved in writing by such Facility Mortgagee the then defaulting Lessor); or (d) Accountable for any monies deposited with any prior Lessor (including security deposits), except to the extent such approval was required monies are actually received by New Owner in segregated cash amounts identified to New Owner in writing as such at the time of such received; or (e) Bound by any obligation to make any payment to Lessee that was required to be made prior to the time New Owner succeeded to any prior Xxxxxx's interest; or (f) Bound by any termination, material amendment or material modification of the Lease made without the New Owner's consent; or (g) Obligated to complete any improvements or prepayment construction on the Premises or to pay or reimburse Lessee for any Lessee improvement allowance or construction allowance; or (h) Responsible to provide any additional space at the Premises or elsewhere for which Lessee has any option or right under the terms Lease, or otherwise, unless New Owner at its option elects to provide the same, and Lessee hereby releases New Owner from any obligation to provide the same, and agrees that Lessee shall have no right to cancel the Lease and shall possess no right to any claim against New Owner as a result of the applicable Facility Mortgage Documentsfailure to provide any such additional space; or (i) or, Liable for or incur any obligation with respect to any representations or warranties of any nature set forth in the case of such prepaymentLease or otherwise, such prepayment of rent has actually been delivered including, but not limited to, representations or warranties relating to such new owner any latent or superior lessor patent defects in construction with respect to the Premises, Lessor's title or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice compliance of the Facility Mortgage Premises with applicable environmental, building, zoning or other laws, including, but not limited to, the Americans with Disabilities Act and the identity and address any regulations pursuant thereto; (j) Bound by any assignment of the Facility Mortgagee; Lease or (iv) liable for any security deposit or other collateral deposited or delivered subletting of the Premises made without New Owner's written consent. Such attornment shall be effective and self-operative without the execution of any further instrument on the part of the parties hereto immediately upon the New Owner succeeding to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthe interest of Lessor in the Premises. Upon request, Xxxxxx will execute a written attornment agreement in favor of the New Owner.

Attornment. If Landlord’s interest So long as Secured Party and Lenders are in compliance with the terms of this Agreement, in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise event of any remedy provided for in any Facility a Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beTransfer, Tenant shall attorn to Purchaser and recognize Purchaser as the new owner or superior lessor successor Landlord under the Lease. Upon and after any such attornment, the Lease shall continue in full force and effect as a direct lease between Purchaser and Tenant’s “landlord” , except that (a) Tenant shall not be deemed to have waived, and shall be entitled to enforce, any and all of its rights and remedies under this Master the Lease or enter into a new lease substantially in the form of this Master Lease event such Mortgage Transfer fails to comply with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10requirements of Sections 17.5(a) days after request; and (b) of the new owner or superior lessor Lease, but subject in all respects to Section 1.2 , above, and further subject to the immediately following clause (b) , and (b) Purchaser shall not be (i) be liable for any previous act or omission of Landlord under this Master the Lease occurring which occurred prior to the date of the Mortgage Transfer, other than ongoing defaults under the Lease (but, with respect to such saleongoing defaults, conveyance or termination; only to the extent Secured Party was furnished any notice and opportunity to cure to which Secured Party is entitled in accordance with the provisions of Section 9 below prior to taking possession of the Leased Property), (ii) be subject to any offset, abatement claim or reduction defense which shall have accrued against Landlord, unless Tenant shall have delivered to Secured Party written notice of rent because of any the default of which gave rise to such offset or defense and permitted Secured Party the same right to cure such default as permitted Landlord under this Master Lease occurring prior to such sale, conveyance or terminationthe Lease; (iii) be bound by any previous modification or amendment to this Master Lease or any previous prepayment of more Base Rent for a period greater than one month’s rentthree (3) months in advance of its due date under the Lease, unless such modification, amendment or prepayment shall have been expressly approved in writing by such Facility Mortgagee (to Secured Party or required or expressly permitted by the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeLease; or (iv) liable for be bound by any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Material Lease unless Amendment (as such security deposit or other collateral has actually been delivered to such new owner or superior lessorterm is defined in Section 4.2 , below) made after the Effective Date without the consent of Secured Party.

Attornment. If Tenant shall attorn to Lender, to any receiver or similar official for the Demised Premises appointed at the instance and request, or with the consent, of Lender and to any person who acquires the Demised Premises, or the Landlord’s 's interest in the Leased Property Lease, or any portion thereof or interest therein is soldboth, conveyed or terminated upon the pursuant to Lender's exercise of any right, remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)privilege granted by the Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner law or superior lessor, as the case may bein equity. Without limitation, Tenant shall attorn to and recognize any person or entity that acquired the new owner Demised Premises pursuant to foreclosure of the Mortgage, or superior lessor as Tenant’s “landlord” by any proceeding or voluntary conveyance in lieu of such foreclosure, or from Lender, whether by sale, exchange or otherwise. Any attornment to anyone other than Lender shall be conditioned upon Tenant receiving a non-disturbance from such entity. Upon any attornment under this Master Paragraph 5, the Lease shall continue in full force and effect as a direct lease between Tenant and the person or enter into a new lease substantially in the form of this Master Lease with the new owner entity to whom Tenant attorns, except that such person or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor entity shall not be be: (i) liable for any breach, act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance or terminationlandlord; or (ii) subject to any offsetoffsets, abatement claims or reduction of rent because of defenses which Tenant might have against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; or (iii) bound by any previous modification rent or amendment additional rent or other payment in lieu of rent which Tenant might have paid to this Master any prior landlord more than 30 days in advance of its due date under the Lease or which such person or entity has physical possession of; or (iv) bound by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification of the Lease made without Lender's written consent, where such consent is required by the Mortgage; or (v) bound by any notice given by Tenant to Landlord, whether or prepayment under not such notice is given pursuant to the terms of the applicable Facility Mortgage DocumentsLease, unless a copy thereof was then also given to Lender; or (vi) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) be liable for any security deposit or other collateral deposited sums held by any prior landlord, unless actually received. 63 The person or delivered entity to Landlord pursuant whom Tenant attorns shall be liable to this Master Tenant under the Lease unless only during such security deposit person or other collateral has actually been delivered entity's period of ownership, and such liability shall not continue or survive as to the transferor after a transfer by such new owner person or superior lessorentity of its interest in the Lease and the Demised Premises.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (i) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (ii) enter into a new lease substantially in the form of this Master New Lease with such party, as landlord, pursuant to Section 40 hereof for the new owner or superior lessorremaining Term and otherwise on the same terms and conditions as this Lease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (iw) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iix) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiiy) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (ivz) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in Upon the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (person or in lieu of such exercise), or otherwise by operation of law: (a) at party ---------- succeeding to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior Lease, Tenant shall automatically become the tenant of and attorn to such salesuccessor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, conveyance except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or termination; (iib) subject to any offset, abatement defense or reduction damages arising out of rent because a default or any obligations of any preceding Landlord. Neither Landlord's Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and address of Landlord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest, not to be unreasonably withheld or delayed. Any transferee or successor-in-interest shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except for deposits actually paid to the successor or transferee. Tenant agrees to give written notice of any default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Lease, other than Rent abatement as expressly provided herein, the holder of any Mortgage or other successor-in-interest shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord under to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Master Lease occurring prior to such saleSection 16 shall be self-operative and no further instruments of subordination, conveyance attornment or termination; (iii) bound mortgagee protection need be required by any previous modification Landlord's Mortgagee or amendment successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to this Master Lease or any previous prepayment of more than one month’s rentTenant, unless Tenant agrees to execute, have acknowledged and deliver such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, instruments substantially in the case form of such prepayment, such prepayment of rent has actually been delivered Exhibit H hereto to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of confirm the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsame.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at Sublessee agrees that if by reason of default on the request part of Sublessor or Overlandlord under any ground, superior or underlying lease or any mortgage on the Building, land and/or improvements or on any such ground, superior or underlying lease, a ground, superior or underlying lessor or a mortgagee (collectively, “Underlying Lessor”) shall enter into and option become possessed of the real property of which the Sublease Premises form a part, or any part or parts of such real property either through possession or foreclosure action or proceedings, or through the issuance and delivery of a deed or a new owner lease of the premises covered by the ground, superior or superior lessorunderlying lease, as the case may bethen, Tenant if this Sublease is in full force and effect at such time, Sublessee shall attorn to and recognize the new owner or superior lessor such Underlying Lessor as Tenant’s “its landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take upon such actions Underlying Lessor’s request, execute and deliver all instruments necessary or appropriate to confirm the foregoing within ten (10) days after request; such attornment and recognition. (b) the new owner or superior lessor Notwithstanding such attornment and recognition, such Underlying Lessor shall not be (i) be liable for any previous act or omission of Landlord the Overlandlord under this Master Lease occurring prior to such saleSublease, conveyance or termination; (ii) be subject to any offset, abatement not expressly provided for in this Sublease, that shall have accrued to Sublessee hereunder against said Overlandlord, or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) be bound by any previous modification of this Sublease or amendment to this Master Lease or by any previous prepayment of more than one month’s rentBase Rent and/or Additional Rent, unless such modification, amendment modification or prepayment shall have been previously approved in writing by such Facility Mortgagee (the Underlying Lessor. Sublessee hereunder hereby waives all rights under any present or future law to elect, by reason of the extent such approval was required at the time termination of such amendment underlying lease, to terminate this Sublease or modification or prepayment under the terms surrender possession of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSublease Premises.

Attornment. If For the purposes of this Section, the term "Successor ---------- Landlord’s interest in " shall mean the Leased Property Superior Lessor or Superior Mortgagee if the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any portion thereof or interest therein is sold, conveyed or terminated upon third party that succeeds to the exercise rights of any remedy provided for in any Facility Mortgage Documents (or in lieu Landlord under this Lease by virtue of such exercise), or otherwise by operation of law: (a) having purchased the Land and the Building at a foreclosure sale. At the request of a Successor Landlord and option upon such Successor Landlord's written agreement to accept Tenant's attornment, and to not disturb Tenant's quiet possession of the new owner or superior lessor, as the case may bePremises, Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” 's Landlord under this Master Lease or enter into and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease except that the Successor Landlord shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be not: (i) be liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) be subject to any offset, abatement deficiency or reduction of rent because of any default of Landlord under this Master Lease occurring prior defense which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) be bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one (1) month’s rent's Base Rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility the Superior Lessor or the Superior Mortgagee (through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was right of Landlord under this Lease; (iv) be liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for the right and claim under this Lease in, to and upon any award or other compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and as to the right of disposition thereof, the same shall be in accordance with the provisions of any Superior Lease or Superior Mortgage; (vi) be liable for any right and claim under this Lease in, to and upon any proceeds payable under all policies of fire and rent insurance upon the Premises and as to the right of disposition thereof, the same shall be in accordance with the terms of any Superior Lease or Superior Mortgage; (vii) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any lien or judgment which may arise at the time of such amendment or modification or prepayment any item under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (ivviii) be liable for the return of any security deposit or other collateral deposited or delivered which was not actually transferred to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthe Successor Landlord.

Attornment. If Landlord’s interest the interests of Lessor under this Lease are ---------- transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form remaining Term and ------------- otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Tenant shall attorn to Lender, to any receiver or similar official for the Premises appointed at the instance and request, or with the consent, of Lender and to any person who acquires the Leased Premises, or the Landlord’s 's interest in the Leased Property Lease, or any portion thereof or interest therein is soldboth, conveyed or terminated upon the pursuant to Lender's exercise of any right, remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)privilege granted by the Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner law or superior lessor, as the case may bein equity. Without limitation, Tenant shall attorn to and recognize any person or entity that acquired the new owner Premises pursuant to foreclosure of the Mortgage, or superior lessor as Tenant’s “landlord” by any proceeding or voluntary conveyance in lieu of such foreclosure, or from Lender, whether by sale, exchange or otherwise. Any such attornment shall be conditioned upon Lender or any such person, entity, receiver or other official complying with the provisions of the next succeeding paragraph. Upon any attornment under this Master Paragraph 5, the Lease shall continue in full force and effect as a direct lease between Tenant and the person, entity, receiver or enter into a new lease substantially in the form of this Master Lease with the new owner other official to whom Tenant attorns, except that such person, entity, receiver or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor other official shall not be be: (i) liable for any breach, act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance or terminationlandlord; or (ii) subject to any offsetoffsets, abatement claims or reduction of rent because of defenses which Tenant might have against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; or (iii) bound by any previous modification rent or amendment additional rent or other payment in lieu of rent which Tenant might have paid to this Master any prior landlord more than 30 days in advance of its due date under the Lease or which such person or entity has physical possession of; or (iv) bound by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification of the Lease made without Lender's written consent, where such consent is required by the Mortgage; or (v) bound by any notice given by Tenant to Landlord, whether or prepayment under not such notice is given pursuant to the terms of the applicable Facility Mortgage Documents) Lease, unless a copy thereof was then also given to Lender; or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivvi) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease sums held by any prior landlord, unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorreceived.

Attornment. If If, at any time prior to the Expiration Date, a Person succeeds to Landlord’s interest in the Leased Real Property by reason of a foreclosure under a Mortgage or by reason of the termination of a Superior Lease (any portion thereof or interest therein is soldsuch Person being referred to herein as the “Successor”), conveyed or terminated then Tenant, at the Successor’s election, shall attorn, from time to time, to the Successor, in either case upon the exercise then executory terms of any remedy provided this Lease, for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option remainder of the new owner or superior lessor, as Term. If the case may be, Tenant shall attorn Successor is not an Affiliate of the Person that constituted Landlord immediately prior to and recognize the new owner or superior lessor as Tenantsuch Successor’s “landlord” under this Master Lease or enter into a new lease substantially obtaining an interest in the form of this Master Lease with Premises, then the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor shall not be be: (iA) liable for any act or omission of Landlord under this Master Lease occurring any prior landlord (including, without limitation, the then defaulting landlord), except to the extent that (i) such saleact or omission continues after the date that the Successor succeeds to Landlord’s interest in the Real Property, conveyance or termination; and (ii) such act or omission of such prior landlord is of a nature that the Successor can cure by performing a service or making a repair, or (B) subject to any offsetdefenses or offsets that Tenant has against any prior landlord (including, abatement or reduction of rent because of without limitation, the then defaulting landlord) (except for any default of Landlord offsets expressly permitted under this Master Lease occurring prior to such saleLease), conveyance or termination; or (iiiC) bound by any previous modification or amendment payment of Rental that Tenant has made to this Master Lease or any previous prepayment of prior landlord (including, without limitation, the then defaulting landlord) more than one month’s rentthirty (30) days in advance of the date that such payment is due (other than the Rental that Tenant pays pursuant to Section 1.5(E) hereof), unless such modification, amendment or (D) bound by any obligation to make any payment to or prepayment shall have been approved in writing by such Facility Mortgagee (on behalf of Tenant to the extent that such approval was obligation accrues prior to the date that the Successor succeeds to Landlord’s interest in the Real Property, or (E) bound by any obligation to perform any work or to make improvements to the Premises, except for: (1) Landlord’s Work, (2) repairs and maintenance that Landlord is required at to perform pursuant to the time provisions of this Lease and that first become necessary, or the need for which continues, after the date that the Successor succeeds to Landlord’s interest in the Real Property, (3) repairs to the Premises that become necessary by reason of a fire or other casualty that occurs from and after the date that the Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 15 hereof, (4) repairs to the Premises or any part thereof that become necessary by reason of a fire or other casualty that occurs prior to the date that the Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 15 hereof, to the extent that the Successor can make such repairs from the net proceeds of Landlord’s Property Policy that are actually made available to the Successor (with the understanding, however, that if (i) a fire or other casualty occurs prior to the date that the Successor succeeds to Landlord’s interest in the Real Property, (ii) Landlord is required to repair the resulting damage to the Building pursuant to Article 15 hereof, and (iii) the Successor cannot make such repairs from such net proceeds, then Tenant shall have the right to terminate this Lease by giving notice thereof to the Successor within fifteen (15) days after the date that the Successor gives Tenant notice that the Successor does not intend to perform such repairs), (5) repairs to the Premises as a result of a partial condemnation that occurs from and after the date that the Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 16 hereof, and (6) repairs to the Premises as a result of a partial condemnation that occurs prior to the date that the Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 16 hereof, to the extent that the Successor can make such repairs from the net proceeds of any condemnation award made available to the Successor (with the understanding, however, that if (i) a partial condemnation occurs prior to the date that the Successor succeeds to Landlord’s interest in the Real Property, (ii) Landlord is required to make repairs to the Building pursuant to Article 16 hereof by reason of such partial condemnation, and (iii) the Successor cannot make such repairs from such net proceeds, then Tenant shall have the right to terminate this Lease by giving notice thereof to the Successor within fifteen (15) days after the date that the Successor gives Tenant notice that the Successor does not intend to perform such repairs), (F) bound by any amendment or modification of this Lease made without the consent of the Successor after the date that Tenant is given notice of the applicable Mortgage or prepayment under the applicable Superior Lease (as the case may be), or (G) bound to return the Cash Security Deposit or the Letter of Credit until the Cash Security Deposit or the Letter of Credit has come into the Successor’s actual possession and Tenant is entitled to the Cash Security Deposit or the Letter of Credit pursuant to the terms of this Lease. The provisions of this Section 13.2 shall apply notwithstanding that, as a matter of law, this Lease terminates upon the applicable Facility Mortgage Documents) ortermination of any Superior Lease or the foreclosure of a Mortgage. No further instrument shall be required to give effect to Tenant’s attorning to a Successor as contemplated by this Section 13.2. Tenant, however, upon demand of any Successor, shall execute, from time to time, instruments, in a recordable form and in a form reasonably satisfactory to the case Successor, confirming the foregoing provisions of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSection 13.2.

Attornment. If the interest of Landlord under the Lease shall be transferred to (a) Lender or Lender’s nominee or designee, (b) any assignee or transferee from Lender or Lender’s nominee or designee, or (c) any other person or entity as may become the owner of Landlord’s interest in the Leased Property by purchase at foreclosure or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure or otherwise (any such exerciseparty described in clause (a), (b) or otherwise by operation of law: (ac) at above, the request and option of the new owner or superior lessor, as the case may be“Successor Landlord”), Tenant shall attorn be bound to Successor Landlord under all of the terms, covenants and recognize conditions of the new owner Lease for the balance of the term thereof remaining and any extensions or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially renewals thereof which may be effected in accordance with any option therefor in the form of this Master Lease Lease, with the new owner same force and effect as if Successor Landlord were the landlord under the Lease, provided that the provisions of the Mortgage shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor, condemnation awards and Tenant no Successor Landlord shall take such actions to confirm the foregoing within ten be: (10) days after request; and (b) the new owner or superior lessor shall not be (ia) liable for any act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance lessor or terminationlandlord; or (iib) subject to any offset, abatement offsets or reduction defenses which Tenant might have against any prior lessor or landlord other than the offset rights expressly provided to Tenant under Section 3.8C and Section 9.5 of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationthe Lease; or (iiic) bound by any previous modification rent or amendment additional rent which Tenant might have paid to this Master Lease any prior lessor or any previous prepayment of landlord more than one monthmonth prior to accrual of such rent and all such prepaid rent and additional rent shall remain due and owing without regard to such prepayment; or (d) bound by any (i) Material Modification (as hereinafter defined) made without Lender’s rentprior written consent, unless such modification, amendment or prepayment shall have been approved (ii) cancellation of the Lease or surrender of the premises demised under the Lease (other than pursuant to a right expressly provided in writing by such Facility Mortgagee the Lease) made without Lender’s prior written consent; or (e) responsible for the making of repairs in or to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, Property in the case of such prepayment, such prepayment damage or destruction of rent has actually been delivered the Property or any part thereof due to such new owner fire or superior other casualty or by reason of condemnation; or EXHIBIT “F” - Page 1 (f) obligated to complete any construction work required to be done by any prior lessor or landlord or to reimburse Tenant for the cost of any construction work done by Tenant other than in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice respect of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord Allowance pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered Section 3 of Exhibit “C” to such new owner or superior lessorthe Lease.

Attornment. If In the event of (a) a transfer of Landlord’s interest in the Leased Property Premises, (b) the termination of any underlying lease of premises which include the Premises or any portion thereof (c) the purchase of the Premises or Landlord’s interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any mortgage or pursuant to a power of sale contained in any mortgage, then in any of such exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of such transferee or purchaser of Landlord’s interest, attorn to and option recognize the transferee or purchaser of the new owner Landlord’s interest or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlordLandlord” under this Master Lease or enter into a new lease substantially in for the form balance then remaining of this Master Lease with the new owner or superior lessorTerm, and thereafter this Lease shall continue as a direct Lease between such person, as “Landlord”, and Tenant, as “Tenant” provided such party executes and delivers to Tenant shall take a commercially reasonable non-disturbance agreement, and such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor person shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such saleLease termination or prior to such person’s succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such saleLease termination or prior to such person’s succession to title, conveyance or termination; (iii) nor be bound by any previous payment of Base Rent or Additional Rent prior to such Lease termination or prior to such person’s succession to title for more than one month in advance or by any modification or amendment to of this Master Lease or any previous prepayment waiver, compromise, release or discharge of more than one month’s rent, any obligation of Tenant hereunder unless such modification, amendment waiver, compromise, release or prepayment discharge shall have been approved specifically consented to in writing by the lessor under such Facility Mortgagee (to underlying lease or the extent such approval was required at the time of such amendment mortgagee under said mortgage, or modification or prepayment under the terms for return of the applicable Facility Mortgage Documents) orsecurity deposit, in the case of if any, (unless actually received by such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorperson).

Attornment. If Landlord’s interest the interests of Lessor under this Lease ---------- are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form ------------- remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Demised Premises, (b) the termination of any ground or any portion thereof underlying lease or (c) the purchase of the Demised Premises or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any mortgage or the purchase pursuant to a power of sale contained in any mortgage, then in any of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, events Tenant shall attorn to and recognize the new owner or superior lessor such succeeding party as Tenant’s “landlord” 's landlord under this Master Lease or enter into a new lease substantially in for the form balance then remaining of this Master Lease with the new owner or superior lessorTerm, and Tenant shall take promptly execute and deliver any instrument that such actions succeeding party may reasonably request to confirm evidence such attornment (provided that such attornment shall be self-operative). Notwithstanding the foregoing within ten (10) days after request; subordination set forth in Section 9.02 above, upon such attornment, this Lease shall continue in full force and (b) effect as a direct lease between such succeeding party and Tenant upon all of the new owner terms, conditions and covenants as are set forth in this Lease except the succeeding Landlord, who shall have succeeded by or superior lessor through the rights of the holder of any mortgage, shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous payment of Fixed Rent or Additional Rent prior to such lease termination or prior to such person's succession to title for more than one month in advance or by any amendment or modification or amendment to of this Master Lease or any previous prepayment waiver, compromise, release or discharge of more than one month’s rentany obligations of Tenant hereunder, unless such amendment, modification, amendment waiver, compromise, release, discharge or prepayment shall have been expressly approved in writing by such Facility Mortgagee (the holder of any mortgage through or by reason of which succeeding Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest in the Leased Property any Fee Mortgagee, or any portion thereof of its successors or interest therein is soldassigns, conveyed or terminated upon the exercise any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any remedy provided for in any Facility Mortgage Documents (such Fee Mortgagee shall succeed to the rights of Landlord under this Lease, such Fee Mortgagee or in lieu other person shall accept this Lease and recognize Tenant as the holder of such exercise), or otherwise by operation of law: (a) at the request and option all of the new owner or superior lessorrights of Tenant hereunder, as the case may be, and Tenant shall attorn to and recognize the new owner or superior lessor such successor as Tenant’s “landlord” Xxxxxx's landlord under this Master Lease or enter into a new lease substantially Lease, and such successor and Xxxxxx shall promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the form of this Master Lease with event that the new owner or superior lessor, and Tenant Fee Mortgagee thereunder shall take such actions succeed to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission rights of Landlord under this Master Lease occurring pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Subleases which were in effect immediately prior to such saleforeclosure or other proceedings pursuant to their terms, conveyance or termination; (ii) including any covenant of quiet enjoyment contained in such Subleases, so long as the particular Subtenant is not in default beyond any applicable cure period set forth in its Sublease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to any offsetall of the then executory terms, abatement or reduction covenants and conditions of rent because this Lease. The provisions of this Section 14.2 shall be self- operative and no instrument of any default such attornment shall be required or needed by the holders of Landlord under this Master Lease occurring prior to any such saleFee Mortgage. In confirmation of any such attornment, conveyance Tenant shall, at Landlord's request or termination; (iii) bound at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Fee Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest in the Leased Property a Lessor or Mortgagee or any portion thereof other Person shall succeed to the rights of Landlord under this Lease, whether through possession, foreclosure action, the delivery of a new lease or interest therein is solddeed, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), a bankruptcy proceeding or otherwise by operation of law: (a) then at the request and option of the new owner or superior lessor, as the case may besuccessor landlord and upon such successor landlord's written agreement to accept Tenant's attornment and to recognize Tenant's interest under this Lease, Tenant shall attorn be deemed to have attorned to and recognize the new owner or superior lessor recognized such successor landlord as Tenant’s “landlord” Landlord under this Master Lease or enter into a new lease substantially in the form Lease. The provisions of this Master Lease with Article are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (x) evidencing such attornment, (y) setting forth the new owner or superior lessorterms and conditions of Tenant's tenancy, and (z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase Tenant's obligations or materially and adversely affect the rights of Tenant under this Lease. Upon such attornment this Lease shall take continue in full force and effect as a direct lease between such actions to confirm successor landlord and Tenant upon all of the foregoing within ten (10) days after request; terms, conditions and (b) the new owner or superior lessor covenants set forth in this Lease except that such successor landlord shall not be be: (i) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; Lease; (ii) subject to any offsetcredit, abatement demand, claim, counterclaim, offset or reduction of rent because of any default of Landlord under this Master Lease occurring prior defense which theretofore accrued to such sale, conveyance or termination; Tenant against Landlord; (iii) bound by any previous modification of this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment 's Fixed Rent or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeAdditional Rent; or 26 (iv) liable bound by any covenant or obligation of Landlord to perform, undertake or complete any work in the Premises or to prepare the Premises for Tenant's occupancy or to make any payment in regard thereto; (v) required to account for any security deposit or of Tenant other collateral deposited or than any security deposit actually delivered to Mortgagee, Lessor or any successor landlord by Landlord; (vi) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be performed by Landlord pursuant after the date of such attornment, and (vii) responsible for any monies (other than overpayments of Tenant's Tax Payment for the then current Tax Year) owing by Landlord to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorTenant.

Attornment. If Tenant shall attorn to Lender, to any receiver or similar ---------- official for the Premises appointed at the instance and request, or with the consent, of Lender and to any person who acquires the Premises, or the Landlord’s 's interest in the Leased Property Lease, or any portion thereof or interest therein is soldboth, conveyed or terminated upon the pursuant to Lender's exercise of any right, remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)privilege granted by the Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner law or superior lessor, as the case may bein equity. Without limitation, Tenant shall attorn to and recognize any person or entity that acquired the new owner Premises pursuant to foreclosure of the Mortgage, or superior lessor as Tenant’s “landlord” by any proceeding or voluntary conveyance in lieu of such foreclosure, or from Lender, whether by sale, exchange or otherwise. Any such attornment shall be conditioned upon Lender or any such person, entity, receiver or other official complying with the provisions of the next succeeding paragraph. Upon any attornment under this Master Paragraph 5, the Lease shall continue in full force and effect as a direct lease between Tenant and the person, entity, receiver or enter into a new lease substantially in the form of this Master Lease with the new owner other official to whom Tenant attorns, except that such person, entity, receiver or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor other official shall not be be: (i) liable for any breach, act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance or terminationlandlord; or (ii) subject to any offsetoffsets, abatement claims or reduction of rent because of defenses which Tenant might have against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; or (iii) bound by any previous modification rent or amendment additional rent or other payment in lieu of rent which Tenant might have paid to this Master any prior landlord more than 30 days in advance of its due date under the Lease or which such person or entity has physical possession of; or (iv) bound by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification of the Lease made without Lender's written consent, where such consent is required by the Mortgage; or (v) bound by any notice given by Tenant to Landlord, whether or prepayment under not such notice is given pursuant to the terms of the applicable Facility Mortgage Documents) Lease, unless a copy thereof was then also given to Lender; or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivvi) liable for any security deposit or other collateral deposited sums held by any prior landlord, unless actually received. The person or delivered entity to Landlord pursuant whom Tenant attorns shall be liable to this Master Tenant under the Lease unless only during such security deposit person or other collateral has actually been delivered entity's period of ownership, and such liability shall not continue or survive as to the transferor after a transfer by such new owner person or superior lessorentity of its interest in the Lease and the Premises.

Attornment. If any Mortgagee or designee of Mortgagee or other purchaser at foreclosure or any grantee in a deed in lieu of foreclosure succeeds to Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldBuilding, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)then, or otherwise by operation of law: (a) at the request and option of the new owner such Mortgagee, designee, purchaser or superior lessor, as the case may begrantee, Tenant shall attorn to and recognize the new owner such Mortgagee, designee, purchaser or superior lessor as Tenant’s “landlord” under this Master Lease grantee, but such Mortgagee, designee, purchaser or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten grantee (10a) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to the conveyance of title to such saleMortgagee, conveyance designee, purchaser or termination; grantee, (iib) shall not be subject to any offset, abatement defense or reduction counterclaim accruing prior to such conveyance, (c) shall not be bound by any payment prior to such conveyance of rent because for more than one month in advance (except prepayments in the nature of security for the performance by Tenant of its obligations hereunder which security is actually transferred to the Mortgagee or its designee or such purchaser or grantee), (d) shall not be bound by any default covenant to perform (including, without limitation, any covenant to complete) any renovation or construction in the Premises or to pay any sums to Tenant in connection therewith, in either case arising or accruing prior to the date of such conveyance of Landlord’s interest, (e) shall be liable for the performance of the other obligations of Landlord under this Master Lease occurring prior to only during the period such saleMortgagee, conveyance designee, purchaser or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless grantee shall hold such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, interest in the case of such prepayment, such prepayment of rent has actually been delivered Building and (f) shall not be required to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable account for any security deposit or other collateral deposited or unless the same is actually delivered to Landlord pursuant the Mortgagee or its designee or such purchaser or grantee. All present and future Mortgagees are intended to be, and may enforce the provisions of this Master Lease unless such security deposit Section as, third party beneficiaries, before or other collateral has actually been delivered to such new owner or superior lessorafter foreclosure of the Mortgage held by it.

Attornment. If Landlord’s interest in Tenant, for itself and its subtenants, agrees that (i) upon delivery to Landlord of the Leased Property written election of the beneficiary or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise beneficiaries of any remedy provided for in any Facility Mortgage Documents (mortgage or in lieu deed of trust encumbrance affecting the Premises which is superior to this Lease, that such exercise)encumbrance shall be deemed subordinate to this Lease, or otherwise by operation of law: (a) at this Lease shall, without the request and option necessity of any further consideration or action whatsoever, be deemed superior to such encumbrance, whether this Lease was executed before or after the new owner or superior lessorexecution of such encumbrance, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner beneficiary or superior lessor beneficiaries of such encumbrance shall not be have the same rights with respect to this Lease as if this Lease had been executed and delivered prior to execution and delivery of such encumbrance and had thereafter been assigned to such beneficiary or beneficiaries and (ib) liable for if, by reason of Landlord's default under any act encumbrance now or omission hereinafter affecting the Premises in any way, any or all of Landlord's right, title or interest in and to the Premises is terminated, Tenant (a) shall waive all rights at law or in equity now or hereafter in effect to terminate this Lease and surrender possession of the Premises, (b) shall attorn to the transferee, whether by foreclosure, judicial or trustees' sale, deed in lieu of foreclosure or otherwise, of any or all of Landlord's right, title or interest in or to the Premises, (c) shall recognize such transferee and its transferees as a Landlord under this Master Lease occurring prior Lease, and (d) shall execute and deliver to Landlord and to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepaymenttransferee and its transferees within 10 days after Landlord, such prepayment of rent has actually been delivered transferee or its transferees may deem necessary or advisable to effect or maintain such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s the interest in of the Leased Property Landlord shall be transferred to the Lender or any portion thereof other person by reason of the Lender's exercise of any of its rights or interest therein is soldremedies under the Loan Documents, conveyed or terminated upon including, without limitation, the exercise of any remedy provided for in any Facility Mortgage Documents (the power of sale under the Deed of Trust or other proceeding brought to enforce the rights of the holder of the Deed of Trust, by deed in lieu of foreclosure or by any other method (each such exerciseother persons being hereinafter referred to as a "Purchaser"), and the Lender or otherwise by operation of law: (a) at such Purchaser succeeds to the request and option interest of the new owner or superior lessorLender in the Mortgaged Property, as the case may be, Tenant shall be bound to the Lender or such Purchaser, and the Lender or such Purchaser shall be bound to the Tenant under all of the terms, covenants, conditions and warranties under the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option granted in the Lease, with the same force and effect as if the Lender or such Purchaser were the Landlord under the Lease, and the Tenant does hereby attorn to the Lender or such 2 118 Purchaser as its landlord, said attornment to be effective and recognize self-operative without the new owner execution of any further instruments on the part of any parties hereto immediately upon the Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such Purchaser succeeding to the interest of the Landlord in the form Mortgaged Property. Without limiting the foregoing, within fifteen (15) business days after written request by the Lender or such Purchaser, the Tenant agrees to execute and deliver to the Lender or such person, any instrument of this Master Lease with further assurance reasonably requested by the new owner Lender or superior lessorsuch Person to confirm and acknowledge such attornment. Notwithstanding anything to the contrary contained herein, and the Tenant shall take such actions be under no obligation to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of pay rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (other charges due under the Lease to the extent Lender or such approval was required at Purchaser until the time Tenant receives written notice from the Lender or such Purchaser that it has succeeded to the interest of such amendment the Landlord in the Mortgaged Property (or modification or prepayment that the Lender has exercised its rights under the terms Deed of the applicable Facility Mortgage DocumentsTrust) or, in the case of and directing where such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorshould be delivered.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such exercise)events Tenant shall, upon demand by the owner of the Building or the land on which it is constructed, or otherwise by operation both, attorn to and recognize the transferee or purchaser of law: (a) at Landlord's interest or the request and option of lessor under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such person, as "Landlord," and Tenant, as "Tenant," except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person's succession to title for more than one month’s rent(1) month in advance. Tenant shall, unless such modification, amendment upon request by Landlord or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at transferee or purchaser of Landlord's interest or the time of such amendment or modification or prepayment lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section, provided any such instrument or other document is in form and content as would be customary in the industry and does not materially modify or amend the terms and conditions of this lease. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or as a result of the applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

Attornment. If Landlord’s interest the interests of Landlord under this Lease are ---------- transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (a) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (b) enter into a new lease substantially in with such party, as landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be be: (i) liable for any act previous act, omission or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; Lease; (ii) subject to any offset, counterclaim or defense which theretofore shall have accrued to Tenant against Landlord. Nothing herein shall be construed to limit any right of abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset reserved to such sale, conveyance or termination; Tenant hereunder; (iii) bound by 1) any previous modification or amendment to of this Master Lease entered into after the date on which Tenant has been notified of the existence of such Superior Lease or Superior Mortgage except as specifically provided for herein or 2) any previous prepayment of more than one month’s rent's Rent, unless such modification, amendment or prepayment shall have been approved in writing by the superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or this Lease; (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord; (v) obligated to repair the Premises or superior lessorany part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (vi) obligated to repair the Premises or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Premises not taken; nor (vii) obligated to perform any work to prepare or finish the Premises for occupancy by Tenant. Nothing contained in this section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, ACTIVE/119970514.22 in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Building, (b) the termination of any ground or any portion thereof underlying lease of the Building or the Land, or both, or (c) the purchase or other acquisition of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of Landlord or Landlord's successor in interest attorn to and option recognize the transferee or purchaser of Landlord's interest or the new owner lessor under the terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially between such Person, as "Landlord," and Tenant, as "Tenant," except that, in the form case of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner and (c) above, such lessor, transferee or superior lessor purchaser shall not be (i) liable for any act or omission or negligence of Landlord under this Master Lease occurring any prior landlord (other than to such sale, conveyance or terminationcure any default of a continuing nature); (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of offset which theretofore shall have accrued to Tenant against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; (iii) bound by the payment of any previous Basic Rent or Additional Charges for more than one month in advance (unless actually received by such party); or (iv) bound by any modification or amendment of this Lease with respect to this Master Lease which the consent of such Mortgagee or any previous prepayment of more than one month’s rentthe lessor under such ground or underlying lease is required pursuant to the terms of such Mortgage or ground or underlying lease, as applicable, unless such modification, modification or amendment or prepayment shall have been approved in writing by such Facility Mortgagee or lessor, as applicable; (v) in the event of damage to the extent Building by fire or other casualty, obligated to repair the Premises or the Building or any part thereof beyond such approval was required at repair as may be reasonably accomplished from the time net proceeds of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has insurance actually been delivered made available to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeLandlord; or (ivvi) liable for in the event of partial condemnation, obligated to repair the Premises or the Building or any security deposit or other collateral deposited or delivered part thereof beyond such repair as may be reasonably accomplished from the net proceeds of any award actually made available to Landlord pursuant as consequential damages allocable to the part of the Premises or the Building not taken. Tenant shall, within ten (10) days after request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Master Lease unless Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or as a result of the termination of any such security deposit ground or other collateral has actually been delivered to underlying lease or the completion of any such new owner or superior lessorforeclosure and sale.

Attornment. If In the event of (a) a transfer of Landlord’s interest in the Leased Property Building, (b) the termination of any ground or any portion thereof underlying lease of the Building or the Land, or both, or (c) the purchase or other acquisition of the Building or Landlord’s interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of Landlord or Landlord’s successor in interest, attorn to and option recognize the transferee or purchaser of Landlord’s interest or the new owner lessor under the terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such Person, as “Landlord,” and Tenant, as “Tenant,” except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior before such lease termination or before such Person’s succession to such saletitle, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior counterclaim accruing before such lease termination or before such Person’s succession to such saletitle, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges before such lease termination or before such Person’s succession to this Master Lease or any previous prepayment of title for more than one monthmonth in advance. Except as set forth above, the new landlord shall agree to undertake all obligations of Landlord hereunder. Tenant shall, within ten (10) days after request by Landlord or the transferee or purchaser of Landlord’s rent, unless such modification, amendment interest or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment lessor under the terms terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or as a result of the applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

Attornment. If the lessor of a superior lease or the holder of a superior mortgage succeeds to Landlord’s interest in the Leased Property 's rights under this Lease, whether through possession or any portion thereof foreclosure action or interest therein is solddelivery of a new lease or deed, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) then at the request and option of the new owner or superior lessor, as the case may besuccessor party ("successor landlord") and upon such successor landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize the new owner or superior lessor successor landlord as Tenant’s “landlord” 's landlord under this Master Lease, and shall promptly execute and deliver any instrument requested by the successor landlord to evidence such attornment. If Tenant refuses or fails promptly upon reasonable request to execute such instrument, Tenant hereby irrevocably appoints Landlord or the successor landlord its attorney-in-fact to execute and deliver the instrument on its behalf. Upon such attornment this Lease shall continue in full force and effect as if it were a direct lease between the successor landlord and Tenant upon all of the terms, conditions, and covenants set forth in it and shall be applicable after such attornment. However, the successor landlord shall not: (a) Be obligated under Article X to repair, restore, replace, or enter into a new lease rebuild the Buildings or the Leased Premises, in case of total or substantially in the form of this Master Lease total damage or destruction, beyond any repair, restoration, or rebuilding that can reasonably be accomplished with the new owner net proceeds of insurance actually received by, or superior lessormade available to, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and successor landlord; (b) the new owner or superior lessor shall not be (i) Be liable for any act of Landlord's previous acts or omission of Landlord omissions under this Master Lease occurring prior to such sale, conveyance or termination; Lease; (iic) Be subject to any offset, abatement or reduction of rent because of any default of Landlord under not expressly provided for in this Master Lease occurring prior Lease, which has previously accrued to such sale, conveyance or termination; Tenant against Landlord; (iiid) Be bound by any previous modification of this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment the modification or prepayment shall have has been expressly approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms lessor of the applicable Facility Mortgage Documents) or, in superior lease or the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice holder of the Facility Mortgage and superior mortgage through or by reason of which the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered successor landlord has succeeded to Landlord pursuant to Landlord's rights under this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest in the Leased Property If, at any time GECC (or any portion thereof person, or such person's successors or assigns, who acquire the interest therein is soldof the Landlord under the Lease through foreclosure action of the Deed of Trust, conveyed or terminated upon a transfer of the exercise of any remedy provided for in any Facility Mortgage Documents (or Property by conveyance in lieu of foreclosure, or otherwise) shall succeed to the rights of the Landlord under the Lease as a result of a default or event of default under the Mortgage, and if the Tenant is not then in default under the Lease (beyond the time permitted therein, if any, to cure such exercisedefault), or otherwise by operation of law: then (a) at the request and option Lease shall not terminate, (b) upon receipt by Tenant of the new owner or superior lessor, as the case may bewritten notice of such succession, Tenant shall attorn to and recognize such person as succeeding to the new owner rights of the Landlord under the Lease (herein sometimes called "Successor Landlord"), upon the terms and conditions of the Lease, and (c) Successor Landlord shall accept such attornment and recognize Tenant as the Successor Landlord's tenant under the Lease. Upon such attornment and recognition, the Lease shall continue in full force and effect as, or superior lessor as Tenant’s “landlord” if it were, a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants (including any right under this Master the Lease or enter into a new lease substantially on the part of the Tenant to extend the term of the Lease) as are set forth in the form of this Master Lease with and which shall be applicable after such attornment and recognition. Notwithstanding anything to the new owner contrary set forth herein, GECC or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such saleany previous landlord, conveyance or termination; including the Landlord, (ii) subject to any offset, abatement defense or reduction of rent because of counterclaim which Tenant might be entitled to assert against any default of Landlord under this Master Lease occurring prior to such saleprevious landlord, conveyance or termination; including the Landlord, (iii) bound by any previous modification payment of rent or amendment additional rent made by the Tenant to this Master Lease or any previous prepayment of landlord (including the Landlord) for more than one month’s rent(1) month in advance, unless such modificationthe same was paid to and received by the Successor Landlord, amendment or prepayment shall have been approved in writing (iv) bound by such Facility Mortgagee (to the extent such approval was required at the time of such any amendment or modification of the Lease hereafter made without the written consent of GECC, or prepayment (v) liable for any deposit that Tenant may have given to any previous landlord (including the Landlord) which has not been transferred to the Successor Landlord. Further, notwithstanding anything to the contrary set forth herein, the liability of GECC for any obligations under the Lease shall be limited to GECC's interest in the Property. GECC shall not have any liability or responsibility under or pursuant to the terms of the applicable Facility Mortgage Documents) or, Lease after it ceases to own an interest in or to the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorProperty.

Attornment. If Landlord’s interest the interests of Lessor under this Lease are transferred by reason of, or assigned in the Leased Property lieu of, foreclosure or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise other proceedings for enforcement of any remedy provided for in any such Facility Mortgage Documents (or in lieu Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in any Superior Lessor or Superior Mortgagee ------------ ---------- shall succeed to the Leased Property rights of Landlord hereunder, whether through possession or any portion thereof foreclosure action or interest therein is solddelivery of a new lease or deed, conveyed or terminated upon the exercise and shall assume all obligations of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Landlord hereunder thereafter arising, or otherwise by operation of law: (a) then, at the request and option of the new owner or superior lessor, such party (hereinafter referred to as the case may be"Successor Landlord"), Tenant shall attorn to and recognize the new owner or superior lessor each Successor Landlord as Tenant’s “landlord” 's landlord under this Master Lease or enter into and shall promptly execute and deliver any instrument such Successor Landlord may reasonably request to confirm such attornment. Upon such attornment, this Lease shall continue in full force and effect as a new direct lease substantially in between Successor Landlord and Tenant on all the form of this Master Lease with the new owner or superior lessorterms, conditions, and Tenant covenants as set forth in this Lease except that the Successor Landlord shall take such actions to confirm the foregoing within ten not: (10a) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) be subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiic) be bound by any previous modification of this Lease made during the time Successor Landlord's Superior Lease was in effect or amendment to this Master Lease or any previous prepayment Successor Landlord's Superior Mortgage was of more than one month’s rentrecord, unless such modification, amendment or prepayment modification shall have been previously approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeSuccessor Landlord; or (ivd) liable for be bound by any security deposit or other collateral deposited or delivered to prepayment of Rent more than one month in advance. Further, upon such attornment, Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorshall be released from any obligation thereafter arising hereunder.

Attornment. If Landlord’s interest Notwithstanding the provisions of Section 17.01 to the contrary, this Lease shall not be subordinate to any mortgage first recorded against the Project after the date of this Lease until Landlord delivers to Tenant a commercially reasonable subordination, non-disturbance and attornment agreement signed by such mortgagee providing that this Lease shall be subject and subordinate to such mortgage, provided that while Tenant is not in the Leased Property default under this Lease, notwithstanding any foreclosure or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or deed in lieu of foreclosure, such exercise), or otherwise by operation of law: (a) at the request and option mortgagee shall not disturb Tenant's occupancy of the new owner or superior lessorPremises pursuant to the terms of this Lease, and including such other provisions as the case may be, are customarily obtained by such mortgagee. Tenant shall attorn promptly execute and deliver any such subordination, non-disturbance and attornment agreement, provided that if Tenant falls to execute and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take deliver such actions to confirm the foregoing agreement within ten (10) 15 business days after request; receipt, this Lease shall automatically be subject and (b) subordinate to the new owner or superior lessor mortgage described in such agreement upon the terms of Section 17.01. Landlord agrees to make reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from the current mortgagee of the Project, provided that this Lease shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior remain subject and subordinate to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment mortgagee's mortgage under the terms of Section 17.01 until Landlord has obtained such agreement." o. The following is hereby added at the applicable Facility Mortgage Documentsend of Section 21.01: "Notwithstanding anything in this Section to the contrary, Tenant's execution of any Estoppel Certificate shall not be construed to modify or amend the Lease in any manner, provided that Tenant may be required to acknowledge and confirm in any Estoppel Certificate all modifications and amendments of the Lease which Landlord and Tenant have then entered into or agreed to." p. The following is inserted at the end of clause (ii) or, of Section 28.19 in the case fifth line of such prepaymentSection 28.19: ", such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice shall be entitled to maintain, at Tenant's sole cost and expense, an exterior sign of the Facility Mortgage design and in the identity and address location specified in Exhibit B to this Lease, which Tenant shall, at Tenant's sole cost, remove prior to the end of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered Term, and return the area where the sign was located to Landlord pursuant its condition prior to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorinstallation;".

Attornment. If any Mortgagee or designee of Mortgagee or other purchaser at foreclosure or any grantee in a deed in lieu of foreclosure succeeds to Landlord’s 's interest in the Leased Property or any portion thereof or interest therein is soldBuilding, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)then, or otherwise by operation of law: (a) at the request and option of the new owner such Mortgagee, designee, purchaser or superior lessor, as the case may begrantee, Tenant shall attorn to and recognize the new owner such Mortgagee, designee, purchaser or superior lessor as Tenant’s “landlord” under this Master Lease grantee, but such Mortgagee designee, purchaser or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten grantee (10a) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to the conveyance of title to such saleMortgagee, conveyance designee, purchaser or termination; grantee, (iib) shall not be subject to any offset, abatement defense or reduction counterclaim accruing prior to such conveyance, c) shall not be bound by any payment prior to such conveyance of rent because for more than one month in advance (except prepayments in the nature of security for the performance by Tenant of us obligations hereunder which security is actually transferred to the Mortgagee or its designee or such purchaser or grantee), (d) shall not be bound by any default covenant to perform (including, without limitation, any covenant to complete) any renovation or construction in the Premises or to pay any sums to Tenant in connection therewith, in either case arising or accruing prior to the date of such conveyance of Landlord's interest, (e) shall be liable for the performance of the other obligations of Landlord under this Master Lease occurring prior to only during the period such saleMortgagee, conveyance designee, purchaser or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless grantee shall hold such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, interest in the case of such prepayment, such prepayment of rent has actually been delivered Building and (f) shall not be required to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable account for any security deposit or other collateral deposited or unless the same is actually delivered to Landlord pursuant the Mortgagee or its designee or such purchaser or grantee. All present and future Mortgagees are intended to be, and may enforce the provisions of this Master Lease unless such security deposit Section as, third party beneficiaries, before or other collateral has actually been delivered to such new owner or superior lessorafter foreclosure of the Mortgage held by it.

Attornment. If Landlord’s interest in Any Senior Interest Holder who succeeds to the Leased Property or any portion thereof or interest therein is soldrights of Landlord under this Lease, conveyed or terminated upon the whether through exercise of any remedy provided for in any Facility Mortgage Documents (remedies or in lieu of such exercise), or otherwise by operation of law: (a) , is sometimes referred to herein as a "Successor Landlord". Upon a Successor Landlord's succession to the rights of Landlord under this Lease, at the request and option of the new owner or superior lessor, as the case may beSuccessor Landlord, Tenant shall attorn to and recognize the new owner or superior lessor Successor Landlord as Tenant’s “landlord” 's landlord under this Master Lease or enter into and shall promptly execute and deliver any additional instrument that such Successor Landlord may reasonably request to evidence the attornment. Upon attornment, this Lease shall continue in full force and effect and as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, Successor Landlord and Tenant shall take upon all of the terms, conditions and covenants as are set forth in this Lease, except however, such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (ia) liable for any previous act or omission or negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) subject to any counterclaim, defense or offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiic) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment modification or prepayment shall have been approved in writing by such Facility Mortgagee (the Senior Interest Holders through or by reason of which the Successor Landlord shall have succeeded to the extent rights of Landlord under this Lease; (d) liable for any security deposited pursuant to this Lease unless such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent security has actually been delivered to successor Landlord; (e) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice repair as can reasonably be accomplished from the net proceeds of the Facility Mortgage and the identity and address of the Facility Mortgageeinsurance actually made available to Successor Landlord; or (ivf) liable for obligated to repair the Premises or the Building or any security deposit part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or other collateral deposited the Building not taken. Nothing contained in this Section 13.2 shall be construed to impair any right or delivered to Landlord pursuant to this Master Lease unless remedy otherwise exercisable by any such security deposit owner, holder or other collateral has actually been delivered to such new owner or superior lessorlessee.

Attornment. If Landlord’s interest in A. Management Company agrees that, subject to the Leased Property or any portion thereof or interest therein is soldprovisions of Section 6.6.B, conveyed or terminated upon the exercise a Foreclosure of any remedy Qualified Loan, provided for in any Facility Mortgage Documents (or in lieu of such exercise), that this Agreement has not expired or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorbeen earlier terminated in accordance with its terms, as the case may be, Tenant Management Company shall attorn to any Subsequent Owner and recognize shall remain bound by all of the new owner or superior lessor terms, covenants and conditions of this Agreement for the balance of the remaining Term (including any Renewal Terms) with the same force and effect as Tenant’s “landlord” if such Subsequent Owner were the "Owner" under this Master Lease or enter into Agreement; provided, however, that Management Company shall be under no such obligation to so attorn, and, to the contrary, shall thereupon have the right to terminate this Agreement on thirty (30) days' prior written notice to both Owner and such Subsequent Owner: (i) if such Subsequent Owner would not qualify as a new lease substantially in the form permitted transferee under Section 19.1.A of this Master Lease with the new owner Agreement; or superior lessor(ii) unless such Subsequent Owner, and Tenant shall take such actions to confirm the foregoing within ten twenty (1020) days after request; and the Foreclosure Date (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case event such Subsequent Owner acquires title to the Inn after the Foreclosure Date, within twenty (20) days after the date of such prepaymentacquisition of title to the Inn), assumes all of the obligations of the "Owner" under this Agreement which arise from and after the Foreclosure Date (or such prepayment later date of rent has actually been acquisition of title to the Inn), pursuant to a written assumption agreement which shall be delivered to Management Company. Upon the written request of any Qualified Lender, Management Company shall periodically execute and deliver a statement, in a form reasonably satisfactory to such new owner or superior lessor or Qualified Lender, reaffirming Management Company's obligation to attorn as set forth in either casethis Section 6.6.A. B. It is understood by the parties that, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice in view of the Facility Mortgage fact that a Qualified Lender will have the right to terminate this Agreement on a Foreclosure under the provisions of Section 6.4, Management Company has an interest in being informed, within a reasonable period of time after a Qualified Loan Acceleration, of whether or not such Qualified Lender intends to exercise such right of termination. Accordingly, if, by no later than that date (the "Post-Foreclosure Decision Date") which is ninety (90) days after the date of any Qualified Loan Acceleration, Management Company has not received a Non- Disturbance Agreement executed by the Holder of such Qualified Loan, Management Company shall, as of the Post-Foreclosure Decision Date and thereafter, no longer be under any obligation to attorn (pursuant to the provisions of Section 6.6.A) with respect to any Foreclosure of that Qualified Loan, and Management Company shall have the option to terminate this Agreement, by written notice to both Owner and the identity and address Holder of each existing Qualified Loan, at any time within the Facility Mortgagee; or sixty (iv60) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorday period immediately following the Post-Foreclosure Decision Date.

Attornment. If Tenant shall attorn to any person or entity that acquires the Premises pursuant to the foreclosure of the Security Document, or by any proceeding or voluntary conveyance in lieu of foreclosure (a “Successor Landlord”). Upon any attornment under this Section 3, the Lease shall continue in full force and effect as a direct lease between Tenant and the Successor Landlord, except that the Successor Landlord shall not be: (a) liable for any breach of the Lease by any prior landlord; provided that this is not intended to release any Successor Landlord from the obligation to cure any condition that exists as of the date the Successor Landlord becomes the Landlord under the Lease, if the condition violates the obligations of the landlord under the Lease, subject, however, to the Successor Landlord being provided the notice and opportunity to cure such condition, as provided for in the Lease; or (b) bound by any rent or additional rent applicable to the period following the date that Successor Landlord becomes the landlord under the Lease, which Tenant might have paid to any prior landlord more than thirty (30) days in advance of its due date under the Lease; or (c) bound by any amendment to the Lease made without Lender’s or the Successor Landlord’s interest in consent; provided that for purposes of this item, an amendment does not include (i) any assignment or subletting permitted under the Leased Property Lease, or any portion thereof or interest therein is sold, conveyed or terminated upon (ii) the exercise of any remedy option to renew or extend the term of the Lease, of (iii) Landlord’s and Tenant’s agreement to extend any of the time periods provided for in the Lease (for example, Tenant’s contingency periods or the time to complete any Facility Mortgage Documents work to be performed by Tenant or Landlord); or (d) bound by any notice given by Tenant to any prior Landlord, whether or in lieu of not such exercise), or otherwise by operation of law: (a) at notice is given pursuant to the request and option terms of the new owner Lease, unless notice is also given to Lender or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten Successor Landlord; or (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iie) subject to any offsetaccrued off-set right, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound unless expressly provided for by any previous modification or amendment to this Master the Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee court order; or (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivf) liable for any security deposit held by any prior Landlord, unless actually received by Lender or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthe Successor Landlord.

Attornment. If Tenant shall attorn to any person or entity that acquires the Premises pursuant to the foreclosure of the Security Document, or by any proceeding or voluntary conveyance in lieu of foreclosure (a "Successor Landlord’s interest "). Upon any attornment under this Section 3, the Lease shall continue in full force and effect as a direct lease between Tenant and the Successor Landlord, except that the Successor Landlord shall not be: (a) liable for any breach of the Lease by any prior landlord; provided that this is not intended to release any Successor Landlord from the obligation to cure any default or other condition that exists as of the date the Successor Landlord becomes the Landlord under the Lease, if the condition violates the obligations of the landlord under the Lease, subject, however, to the Successor Landlord being provided the notice and opportunity to cure provided for in the Leased Property Lease; or (b) bound by any rent or additional rent applicable to the period following the date that Successor Landlord becomes the landlord under the Lease, which Tenant might have paid to any portion thereof prior landlord more than thirty (30) days in advance of its due date under the Lease, unless such payment was received by or interest therein is soldconsented to by Lender or Successor Landlord; or (c) bound by any amendment to the Lease made without Lender's or the Successor Landlord's consent; provided that for purposes of this item, conveyed an amendment does not include (i) any assignment or terminated upon subletting permitted under the Lease, or (ii) the exercise of any remedy option to renew or extend the term of the Lease, or (iii) Landlord's and Tenant's agreement to extend any of the time periods provided for in the Lease (for example, Tenant's contingency periods or the time to complete any Facility Mortgage Documents (work to be performed by Tenant or in lieu of such exerciseLandlord), other than time periods related to the payment of rent or otherwise additional rent by operation of law: Tenant; or (ad) at bound by any notice given by Tenant to any prior Landlord, whether or not such notice is given pursuant to the request and option terms of the new owner Lease, unless notice is also given to Lender or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten Successor Landlord; or (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iie) subject to any offsetaccrued off-set right, abatement unless expressly provided for by the Lease or reduction of rent because by court order; or (f) personally liable for any monetary judgment beyond its interest in the Property (including proceeds); provided that this shall not be constructed to otherwise limit the remedies available to Tenant under the Lease or applicable law, or to limit Tenant's right to equitable relief; or (g) liable for the violation of any default covenant of Landlord under this Master Lease occurring prior that relates to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms property outside of the applicable Facility Mortgage DocumentsProperty which is not owned or controlled (directly or indirectly) by Successor Landlord; or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivh) liable for any security deposit held by any prior Landlord, unless actually received (or other collateral deposited a credit therefor received) by Lender or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthe Successor Landlord.

Attornment. If LandlordXxxxxxxx’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days Business Days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous material modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such material modification, amendment or prepayment shall have been approved in writing by such the applicable Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If either (a) Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Fee Mortgage Documents (or in lieu of such exercise) or (b) equity interests in Landlord are sold or conveyed upon the exercise of any remedy provided for in any Fee Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) , then, at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under under, and on the terms and conditions set forth, in this Master Lease Lease. 31.3Compliance with Fee Mortgage Documents. a. Tenant acknowledges that any Fee Mortgage Documents executed by Landlord or enter into any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with, or cause the operator and/or lessee of the Leased Property to comply with, certain reasonable covenants contained therein, including, without limitation, covenants relating to (i) the alteration, maintenance, repair and restoration of the Leased Property; (ii) maintenance and submission of financial records and accounts of the operation of the Leased Property and financial and other information regarding the operator and/or lessee of the Leased Property and the Leased Property itself and other portions of the Facility; (iii) the procurement of insurance policies with respect to the Leased Property; (iv) removal of liens and encumbrances; (v) subleasing, management and related activities; and (vi) without limiting the foregoing, compliance with all applicable Legal Requirements (including Gaming Regulations) relating to the Leased Property and the operation of the business thereon or therein. From and after the date any Fee Mortgage encumbers the Leased Property (or any portion thereof or interest therein), and Landlord has provided Tenant with true and complete copies thereof and, if Landlord elects, of any applicable Fee Mortgage Documents (for informational purposes only, but not for Tenant’s approval), accompanied by a new lease substantially written request for Tenant to comply with the Additional Fee Mortgagee Requirements (hereinafter defined) (which request shall expressly reference this Section 31.3 and expressly identify the Fee Mortgage Documents and sections thereof containing the Additional Fee Mortgagee Requirements), and continuing until the first to occur of (1) such Fee Mortgage Documents ceasing to remain in full force and effect by reason of satisfaction in full of the indebtedness thereunder or foreclosure or similar exercise of remedies or otherwise), (2) the Expiration Date, (3) such time as Tenant’s compliance with the Additional Fee Mortgagee Requirements would constitute or give rise to a breach or violation of (x) this Lease, and not otherwise waived by Landlord, (y) Legal Requirements (including Gaming Regulations and Liquor Laws), or (z) any Permitted Leasehold Mortgage (not waived by the applicable Permitted Leasehold Mortgagee), provided, however, with respect to this clause (z), Tenant shall not be relieved of its obligation to comply with (A) the terms of the Additional Fee Mortgagee Requirements in effect as of the Commencement Date (whether embodied in the form Existing Fee Mortgage or related Fee Mortgage Documents or in any future Fee Mortgage or related Fee Mortgage Documents containing the applicable corresponding terms), nor (B) any Additional Fee Mortgagee Requirements (other than any Additional Fee Mortgagee Requirements covered under the preceding clause (A)) in effect as of this Master Lease the time when the Permitted Leasehold Mortgage was obtained, and (4) Tenant receives written direction from Landlord, any Fee Mortgagee or any governmental authority requesting or instructing Tenant to cease complying with the new owner Additional Fee Mortgagee Requirements, (provided, prior to ceasing compliance with any Additional Fee Mortgagee Requirements under the preceding clauses (3) and (4), Tenant shall first provide Landlord with prior written notice together with, (x) if acting pursuant to clause (3), reasonably detailed materials evidencing that such compliance constitutes such a breach, and (y) if acting pursuant to clause (4), a copy of the applicable communication(s) from such Fee Mortgagee or superior lessorgovernmental authority, as applicable, and Tenant shall take in such actions event only cease compliance with the specific Additional Fee Mortgage Requirements in question under clause (3) or that are covered by the written direction under clause (4), as applicable) (such time period, the “Additional Fee Mortgagee Requirements Period”), Tenant covenants and agrees, at its sole cost and expense and for the express benefit of Landlord (and not, for the avoidance of doubt, any Fee Mortgagee, which shall not be construed to confirm be a third-party beneficiary of this Lease, provided, however, this parenthetical provision is not intended to vitiate Tenant’s obligation to perform any or all of the Additional Fee Mortgagee Requirements directly for the benefit of any Fee Mortgagee as and to the extent agreed to by Tenant in an agreement entered into directly between Tenant and such Fee Mortgagee), to operate the Leased Property (or cause the Leased Property to be operated) in compliance with the Additional Fee Mortgagee Requirements of which it has received written notice. For the avoidance of doubt, notwithstanding anything to the contrary herein, Tenant shall not be required to comply with and shall not have any other obligations with respect to any terms or conditions of, or amendments or modifications to, any Fee Mortgage or other Fee Mortgage Documents that do not constitute Additional Fee Mortgagee Requirements; provided, however, that the foregoing within ten shall not be deemed to release Tenant from its obligations under this Lease that do not derive from the Fee Mortgage Documents, whether or not such obligations are duplicative of those set forth in the Fee Mortgage Documents. x. Xx used herein, “Additional Fee Mortgagee Requirements” means those customary requirements as to the operation of the Leased Property and the business thereon or therein which the Fee Mortgage Documents impose (10x) days after requestdirectly upon, or require Landlord (or Landlord’s Affiliate borrower thereunder) to impose upon, the tenant(s) and/or operator(s) of the Leased Property or (y) directly upon Landlord, but which, by reason of the nature of the obligation(s) imposed and the nature of Tenant’s occupancy and operation of the Leased Property and the business conducted thereupon, are not reasonably susceptible of being performed by Landlord and are reasonably susceptible of being performed by Tenant (excluding, for the avoidance of doubt, payment of any indebtedness or other obligations evidenced or secured thereby) and, except with respect to the Existing Fee Mortgage Appropriate notice etc. to be addressed prior to closing and entry into this Lease.(of which Tenant is deemed to have received written notice) of which Tenant has received written notice; provided, however, that, notwithstanding the foregoing, Additional Fee Mortgagee Requirements shall not include or impose on Tenant (and Tenant will not be subject to) obligations which (a) are not customary for Landlord financings of the type contemplated under the applicable Fee Mortgage Documents, (b) the new owner or superior lessor increase Tenant’s monetary obligations under this Lease to more than a de minimis extent (it being agreed that making Rent payments otherwise payable to Landlord into a “lockbox” account designated by a Fee Mortgagee shall not be deemed to increase Tenant’s monetary obligations under the Lease), (ic) liable for any act or omission of Landlord increase Tenant’s non-monetary obligations under this Master Lease occurring prior to such salein any material respect, conveyance or termination; (iid) subject to any offset, abatement or reduction of rent because of any default of Landlord diminish Tenant’s rights under this Master Lease occurring prior to such sale, conveyance or termination; in any material respect (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms it being agreed that none of the applicable Facility Mortgage Documents) orprovisions, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice terms and conditions of the Facility Existing Fee Mortgage and the identity and address Documents violate any of the Facility Mortgagee; or preceding clauses (iva) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthrough (d)).

Attornment. If Landlord’s interest in any superior mortgagee shall succeed to the Leased Property rights of Landlord under this Lease, whether through possession or any portion thereof foreclosure action or interest therein is solddelivery of a new lease or deed, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) then at the request and option of the new owner or superior lessorparty so succeeding to Landlord's rights ("Successor Landlord"), as and upon the case may beSuccessor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” 's landlord under this Master Lease or enter into and shall promptly execute and deliver any instrument that the Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, Successor Landlord and Tenant shall take such actions to confirm upon all of the foregoing within ten (10) days after request; terms, conditions and (b) covenants as are set forth in this Lease except that the new owner or superior lessor Successor Landlord shall not (a) be (i) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) be subject to any offset, abatement not expressly provided for in this Lease, which theretofore shall have accrued to Tenant against 51 Landlord; or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiic) be bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent's Basic Rent or Additional Rent except for amounts due under the last sentence of Section 15.3, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility Mortgagee (a superior mortgagee through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest (a) Tenant covenants and agrees that in the Leased event of foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by conveyance in lieu of foreclosure (the purchaser at foreclosure or the transferee in lieu of foreclosure, including Mortgagee if it is such exercisepurchaser or transferee, being herein called “New Owner”), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor New Owner as Tenant’s “new landlord” under this Master , and agrees that the Lease or enter into shall continue in full force and effect as a new direct lease substantially between Tenant and New Owner upon all of the terms, covenants, conditions and agreements set forth in the form of Lease and this Master Lease with Agreement, except for provisions which are impossible for New Owner to perform; provided, however, that in no event shall the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be New Owner be: (i) liable for any act act, omission, default, misrepresentation, or omission breach of Landlord under this Master Lease occurring warranty, of any previous landlord (including Landlord) or obligations accruing prior to such saleNew Owner’s actual ownership of the Property except with respect to acts, conveyance omissions or termination; defaults which continue after New Owner’s actual ownership, which violate New Owner’s obligations as landlord under the Lease and are curable by New Owner but which New Owner fails to cure within a reasonable time after taking ownership of the Property; (ii) subject to any offset, abatement defense, claim or reduction of rent because of counterclaim which Tenant might be entitled to assert against any default of Landlord under this Master Lease occurring prior previous landlord (including Landlord) except to such sale, conveyance or termination; the extent expressly provided for in the Lease; (iii) bound by any previous modification payment of rent, additional rent or amendment other payments, made by Tenant to this Master Lease or any previous prepayment of landlord (including Landlord) for more than one month’s rent(1) month in advance; (iv) bound by any amendment, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, Lease hereafter made (it being agreed that the exercise of any extension right contained in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeLease shall be binding on New Owner); or or (ivv) liable for any security deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to New Owner. (b) The provisions of this Agreement regarding attornment by Tenant shall be self-operative and effective without the necessity of execution of any new lease or other collateral deposited document on the part of any party hereto or delivered the respective heirs, legal representatives, successors or assigns of any such party. Tenant agrees, however, to Landlord pursuant execute and deliver upon the request of New Owner, any instrument or certificate which in the reasonable judgment of New Owner may be necessary or appropriate to this Master evidence such attornment, including a new lease of the Premises on the same terms and conditions as the Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorfor the unexpired term of the Lease.

Attornment. If LandlordSubject to the limitation set forth in Section 36.1 regarding Lessee and any Facility Mortgagee entering into a subordination and non-disturbance agreement, Lessee agrees that if Lessor’s interest in the Leased Property and/or any Capital Additions or any portion thereof or interest therein part(s)or portion(s)thereof is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Mortgage, or otherwise by operation of law: (ai) at the request and option of the new owner or superior lessorowner’s option, as the case may be, Tenant Lessee shall attorn to and recognize the new owner or superior lessor as TenantLessee’s “landlord” Lessor under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorowner, and Tenant Lessee shall take such actions to confirm the foregoing within ten fifteen (1015) days Business Days after request; and (bii) the new owner or superior lessor shall not be (ia) liable for any act or omission of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or termination; , (iib) subject to any offset, abatement or reduction of rent because of any default of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or termination; , (iiic) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent required by such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage DocumentsMortgagee) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either casesuccessor lessor, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivd) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to Lessor pursuantto this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior successor lessor.

Attornment. If Landlord’s interest in any Mortgage shall be foreclosed, (i) the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option liability of the new Mortgagee shall exist only so long as such Mortgagee, purchaser or owner is the owner of the Building, and such liability with respect to claims or superior lessorobligations arising after said transfer shall not continue or survive after further transfer of ownership; and (ii) Tenant will attorn, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in Lease, to the form of this Master Lease with the new owner or superior lessorpurchaser at any foreclosure sale under any Mortgage, and Tenant will execute such commercially reasonable instruments as may be necessary or appropriate to evidence such attornment, provided that the same do no adversely affect Tenant’s rights or obligations hereunder. Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect Landlord's interest in this Lease or reduce or limit the obligations of Tenant hereunder in the event of the prosecution or completion of any such foreclosure proceeding. No Mortgagee or any purchaser at a foreclosure sale shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring which occurred prior to such salesale or conveyance, conveyance or termination; (ii) subject nor shall Tenant be entitled to any offset, abatement offset against or reduction of rent because deduction from Rent due after such date by reason of any default act or omission of Landlord under this Master Lease occurring prior to such saledate. Further, conveyance or termination; (iii) Tenant agrees that no Mortgagee shall be bound by any previous modification or amendment to this Master Lease or any previous the prepayment of more than one month’s rentRent made in excess of thirty (30) days before the date on which such payment is due, or for the return of any Security Deposit, unless such modification, amendment or prepayment shall have been approved in writing actually received by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If any mortgagee of the Building comes into possession or ownership of the Premises or acquires Landlord’s 's interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise this Lease by operation of law: (a) at the request and option foreclosure of the new owner mortgage or superior lessorotherwise, as the case may bethen, upon such mortgagee's request, Tenant shall attorn to and recognize such mortgagee or if any purchaser at a foreclosure sale takes title to the new owner Building (such mortgagee or superior lessor foreclosure purchaser being referred to as Tenant’s “landlord” the "New Owner"), then, upon such New Owner's request, Tenant shall attorn to the New Owner as successor Landlord under this Master Lease or enter into Lease, and, in such event, the New Owner's liabilities shall be limited to liabilities accruing from and after the date that such new Owner assumes its role of successor Landlord by ownership. The new Owner shall not have any obligation to cure defaults existing as of the date it becomes the New Owner unless such defaults are of a new lease substantially in the form of this Master Lease with the new owner or superior lessor, continuing nature and Tenant has given the New Owner notice thereof and a reasonable opportunity to cure such default following the date of Tenant's notice. The New Owner shall take not have any obligation to return or otherwise credit the Security Deposit to Tenant unless the New Owner has actually received such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Security Deposit. The New Owner shall not be obligated to Credit Tenant for any payments under the Lease made more than one month in advance, nor shall the New Owner be bound by this Lease, or any modifications, terminations, extensions, grants of purchase options, grants of first refusal, declarations of default and other actions by Landlord unless (i) liable for any act this Lease is to a tenant that is not an entity controlled by, or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationcommon control with Landlord; (ii) subject to any offset, abatement or reduction this Lease is for an amount that is at least a reasonable market rate as of rent because the date of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iii) bound by this Lease does not allow payment of any previous modification or amendment to this Master Lease or any previous prepayment of sums due hereunder more than one month’s rentmonth in advance and, unless such modificationaccordingly, amendment or prepayment shall have been approved this Lease prohibits payments by Tenant that are more than one month in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms advance of the applicable Facility Mortgage Documentsrelated period (except for a Security Deposit); (iv) or, any agreement for the early termination or reduction in size of the case of such prepayment, such prepayment of rent Premises has actually been delivered to any such new owner mortgagee not less than five (5) 42 days prior to its effective date, and any associated space contraction or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been early termination payment is delivered to such new owner or superior lessorlender if so requested by such lender; (v) this Lease does not demise more than five percent (5%) of Airport Corporate Center (which contains approximately 1,106,525 net rentable square feet).

Attornment. If In the event of (i) a transfer of Landlord’s interest in the Leased Property Premises, (ii) the termination of any ground or any portion thereof underlying lease or (iii) the purchase of the Leased Premises or Landlord’s interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any Mortgage or the purchase pursuant to a power of sale contained in any Mortgage, then in any of such exercise)events Tenant shall at Landlord’s request, attorn to and recognize the transferee or otherwise by operation purchaser of law: (a) at Landlord’s interest or the request and option of lessor under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Lease Term, and hereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior lessorbetween such person as “Landlord”, and Tenant as “Tenant”. If the Landlord under the terminated ground or underlying lease shall take be an institutional lender, or if the transferee or purchaser acquired Landlord’s interest pursuant to a foreclosure sale, Deed in lieu of foreclosure or power of sale under a Mortgage held by an institutional lender, such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner lessor, transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person’s succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction counterclaim accruing prior to such lease termination or prior to such person’s succession to title for more than one month in advance, provided that Tenant is provided with sufficient notice of rent because transfer, or by any modification of the Lease or any waiver, compromise, release or discharge of any default obligation of Tenant hereunder unless such modification, waiver, compromise, release or discharge of any obligation of Tenant hereunder shall have been specifically consented to in writing by the lessor under such ground or underlying lease or the mortgagee under said Mortgage, and such person and each person succeeding to such person’s interest in the Leased Premises shall not he liable for any warranty or guaranty of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest in the Leased Property Demised Premises, Building or land where the Building is located is or will be encumbered by a mortgage, and the mortgage is foreclosed, or if the Demised Premises, Building or property is sold pursuant to a foreclosure or by reason of a default under a mortgage, the following shall apply notwithstanding the foreclosure, the sale, or the default: (I) Tenant shall not disaffirm this lease or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents its obligations under this lease; (or in lieu of such exercise), or otherwise by operation of law: (aii) at the request and option of the new owner applicable mortgagee or superior lessor, as the case may bepurchaser at a foreclosure or sale, Tenant shall attorn to the mortgagee or purchaser, and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into execute a new lease substantially for the Demised Premises setting forth all the provisions of this lease except that the term of the new lease shall he for the balance of this lease. In confirmation of this attornment, Tenant shall promptly execute and deliver at its own cost and expense, any instrument, in recordable form, if required, that Owner or any mortgagee may request to evidence such attornment. Notwithstanding anything contained in the form contrary in Articles 7 and 71 of this Master Lease with Lease, provided that a trustee, mortgagee or holder of a mortgage on the new owner Building ("Mortgagee"), or superior lessorits successors and/or assigns, shall execute and deliver to Tenant an agreement to the effect that, if there shall be a foreclosure of its mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the direct Tenant of such Mortgagee on the same terms and conditions as are contained in this Lease, subject tot lie provisions hereinafter set forth, provided no Event of Default shall take have occurred and he continuing hereunder beyond any applicable notice and cure period (any such actions agreement being referred to confirm the foregoing within ten (10) days after request; as a "Nondisturbance Agreement"), this Lease shall be subject and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior subordinate to such sale, conveyance or termination; (ii) subject mortgage. This clause shall be self-operative and no further instrument of subordination shall be required form Tenant to make the interest on any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (superior to the extent such approval was required at the time interest of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorhereunder.

Attornment. If Landlord’s interest in the Leased Property Assets or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law, and subject to Tenant’s receipt of the NDA: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be be: (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rentRent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) Mortgagee, or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Upon expiration or any earlier termination of the term of the Master Lease, or in any case of the surrender of the Master Lease by Tenant to Landlord’s interest , except as provided in the Leased Property or any portion thereof or interest therein is soldnext succeeding sentence, conveyed or terminated upon the exercise Sublease and its term shall expire and come to an end as of any remedy provided for in any Facility Mortgage Documents (or in lieu the effective date of such exercise)expiration, termination, or otherwise by operation of law: (a) at surrender and Subtenant shall vacate the request and option Sublet Space on or before such date. If the Master Lease shall expire or terminate during the term of the new owner Sublease for any reason other than as set forth in the Master Lease with respect to a condemnation, as set forth in this Consent due to destruction by fire or superior other cause, or as a consequence of a default by Subtenant under the Sublease, the Sublease will continue as a direct lease between Landlord and Subtenant with the same force and effect as if Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the case may bethen unexpired term of the Sublease and containing the same terms and conditions as those contained in the Sublease, Tenant Subtenant shall attorn to Landlord and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorLandlord, and Subtenant shall have the same rights, obligations and remedies thereunder as were had by Tenant and Subtenant thereunder prior to such effective date, respectively, except that in no event shall take such actions to confirm the foregoing within ten Landlord be: (10) days after request; and (b) the new owner or superior lessor shall not be (ia) liable for any act or omission of Landlord under this Master Lease occurring prior to such saleby Tenant, conveyance or termination; or (iib) subject to any offset, abatement offsets or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance defenses which Subtenant had or termination; might have against Tenant, (iiic) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing the Sublease not consented to by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLandlord.

Attornment. If Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Premises or Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldtransferred by foreclosure, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such exercise)transfer or by the transferee following such transfer, or otherwise by operation then, within five Business Days of law: (a) at the a written request and option of the new owner or superior lessor, as the case may besuch transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the new owner landlord under this Lease. Tenant agrees that upon any such attornment, such transferee shall not be (a) bound by any payment of the Monthly Base Rent or superior lessor Additional Rent more than one (1) month in advance, except adequate assurance payments required under Section 18.2 above and prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the written consent of any Lender existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that Tenant’s “landlord” agreements hereunder are subject and conditioned upon the transferee’s agreement that after succeeding to Landlord’s interest under this Master Lease or enter into a new lease substantially Lease, such transferee shall agree to perform in accordance with the form terms of this Master Lease with all obligations of Landlord arising after the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within date of transfer. Within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission Business Days of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time a written request of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) ortransferee, in the case of Tenant shall execute, acknowledge and deliver any reasonable document submitted to Tenant confirming such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to SECTION 40 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessorLease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this SECTION 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest the interests of Lessor under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 41 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessorLease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which, such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest Tenant covenants and agrees that, if by reason of a default upon the part of the Landlord as tenant under any underlying lease in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise performance of any remedy provided for in any Facility Mortgage Documents (of the terms or in lieu provisions of such exercise)underlying lease or if for any other reason of any nature whatsoever, such underlying lease and the leasehold estate of Landlord as tenant thereunder is terminated by summary proceedings or otherwise in accordance with the terms of such underlying lease or if such underlying lease and such leasehold estate is terminated through foreclosure proceedings brought by operation the holder of law: (a) at any mortgage to which such underlying lease is subject or subordinate, Tenant shall attorn to the request and option of landlord under such underlying lease or the new owner or superior lessorpurchaser in such foreclosure proceedings, as the case may be, Tenant and shall attorn to and recognize such landlord or such purchaser, as the new owner or superior lessor case may be, as the Tenant’s “landlord” 's Landlord under this Master Lease lease, unless the landlord under such underlying lease or enter into a new the holder of any such mortgage in any proceedings shall elect in connection therewith to terminate this lease substantially and the right of Tenant to the possession of the premises demised hereby. Tenant agrees to execute and deliver at any time and f rom time to time upon the request of Landlord, or of the landlord under any such underlying lease, any instrument, which may be necessary or appropriate to evidence such attornment and tenant hereby appoints Landlord its attorney- in- fact, irrevocable and coupled with an interest, to execute and deliver, for and on behalf of Tenant, any such instrument. Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this lease or to surrender possession of the premises demised hereby in the form event such underlying lease terminates or any such proceeding is brought by the landlord under any such underlying lease or by the holder of any such mortgage and agrees that, unless and until any such landlord or the holder of any such mortgage, shall elect to terminate this Master Lease with lease and to extinguish the new owner or superior lessor, and leasehold estate of the Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor hereunder this lease shall not be (i) liable for affected in any act or omission of Landlord under this Master Lease occurring prior to way whatsoever by any such sale, conveyance proceeding or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If In the event of (i) the termination of any ground lease of the Project or (ii) the purchase of the Premises or Landlord’s interest therein in the Leased Property a foreclosure sale or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of such transferee or purchaser of Landlord’s interest, attorn to and option recognize the transferee or purchaser of the new owner Landlord’s interest or superior lessorground lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlordLandlord” under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new lease substantially direct Lease between such party, as “Landlord”, and Tenant, as “Tenant”, subject, however, to the provisions of Section 18.3 below. Tenant shall send to each Mortgagee (after notification of the identity of such Mortgagee and the mailing address thereof) copies of all notices that Tenant sends to Landlord pursuant to this Lease; such notices to such Mortgagee shall be sent concurrently with the sending of the notices to Landlord and in the form same manner as notices are required to be sent pursuant to Section 24.14 below. Tenant will accept performance of any provision of this Master Lease by such Mortgagee as performance by, and with the new owner or superior lessorsame force and effect as though performed by, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for Landlord. If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right until (A) Tenant gives notice of such act or omission to Landlord and to each such Mortgagee, and (B) a reasonable period of time for remedying such act or omission elapses following the time when such Mortgagee becomes entitled under such Mortgage to remedy same (which reasonable period shall in no event be less than the period to which Landlord is entitled under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as shall be required to institute and complete any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorforeclosure proceedings).

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days Business Days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous material modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such material modification, amendment or prepayment shall have been approved in writing by such the applicable Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant's obligations hereunder in the Leased Property event any foreclosure proceeding is prosecuted or any portion thereof completed or in the event the Premises or Landlord's interest therein is soldtransferred by foreclosure, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such exercise)transfer or by the transferee following such transfer, or otherwise by operation then, within five days of law: (a) at the a written request and option of the new owner or superior lessor, as the case may besuch transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease or enter into a new lease substantially in Lease. Tenant agrees that upon any such attornment, provided the form transferee is not an Affiliate of this Master Lease with the new owner or superior lessorLandlord, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor transferee shall not be (ia) bound by any payment of the Base Rent or Additional Rent more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the written consent of any Lender existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of Landlord under this Master Lease occurring any prior to such salelandlord, conveyance or termination; (iid) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord; provided, abatement or reduction of rent because of any default of Landlord however, that after succeeding to Landlord's interest under this Master Lease occurring prior Lease, such transferee shall agree to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved perform in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under accordance with the terms of this Lease all obligations of Landlord arising after the applicable Facility Mortgage Documentsdate of transfer. Within five (5) or, in the case days of a written request of such prepaymenttransferee, Tenant shall execute, acknowledge and deliver any reasonable document submitted to Tenant confirming such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If (a) Tenant shall attorn to Lender, to any receiver or similar official for the Demised Premises appointed at the instance and request, or with the consent, of Lender and to any person who acquires the Demised Premises, or the Landlord’s 's interest in the Leased Property Lease, or any portion thereof or interest therein is soldboth, conveyed or terminated upon the pursuant to Lender's exercise of any right, remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)privilege granted by the Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner law or superior lessor, as the case may bein equity. Without limitation, Tenant shall attorn to and recognize any person or entity that acquired the new owner Demised Premises pursuant to foreclosure of the Mortgage, or superior lessor as Tenant’s “landlord” under this Master Lease by any proceeding or enter into voluntary conveyance in lieu of such foreclosure, or from Lender, whether by sale, exchange or otherwise. Any attornment to anyone other than Lender shall be conditioned upon Tenant receiving a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take non-disturbance from such actions to confirm the foregoing within ten (10) days after request; and entity. (b) Upon any attornment under this Paragraph 5, the new owner Lease shall continue in full force and effect as a direct lease between Tenant and the person or superior lessor entity to whom Tenant attorns, except that such person or entity shall not be be: (i) liable for any breach, act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance or terminationlandlord; or (ii) subject to any offsetoffsets, abatement claims or reduction of rent because of defenses which Tenant might have against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; or (iii) bound by any previous modification rent or amendment additional rent or other payment in lieu of rent which Tenant might have paid to this Master any prior landlord more than 30 days in advance of its due date under the Lease or which such person or entity has physical possession of; or (iv) bound by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification of the Lease made without Lender's written consent, where such consent is required by the Mortgage; or (v) bound by any notice given by Tenant to Landlord, whether or prepayment under not such notice is given pursuant to the terms of the applicable Facility Mortgage DocumentsLease, unless a copy thereof was then also given to Lender; or (vi) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) be liable for any security deposit or other collateral deposited sums held by any prior landlord, unless actually received. The person or delivered entity to Landlord pursuant whom Tenant attorns shall be liable to this Master Tenant under the Lease unless only during such security deposit person or other collateral has actually been delivered entity's period of ownership, and such liability shall not continue or survive as to the transferor after a transfer by such new owner person or superior lessorentity of its interest in the Lease and the Demised Premises.

Attornment. If Landlord’s interest A. Tenant covenants and agrees that in the Leased event of the foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by a deed in lieu of such exercise), or otherwise by operation of law: foreclosure (a) at the request and option of the new owner or superior lessor, each being referred to herein as the case may be“Transfer Date”) (the purchaser at foreclosure or the transferee in such deed in lieu of foreclosure, including Mortgagee if it is such purchaser or transferee, being herein called the “New Owner”), Tenant shall attorn to and recognize the new owner or superior lessor New Owner as Tenant’s “new landlord” under this Master , and New Owner and Tenant agree that the Lease or enter into shall continue in full force and effect as a new direct lease substantially between Tenant and New Owner upon all of the terms, covenants, conditions and agreements set forth in the form of Lease and this Master Lease with Agreement, except for provisions which are impossible for New Owner to perform; provided, however, that in no event shall the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten New Owner be: (10) days after request; and (b) the new owner or superior lessor shall not be (i1) liable for any act act, omission, default, misrepresentation, or omission breach of Landlord under this Master Lease occurring warranty, of any previous landlord (including Landlord) or obligations first accruing prior to such saleNew Owner’s actual ownership of the Property; provided, conveyance however, New Owner shall not be released to the extent and for the period of time that any default, including but not limited to maintenance and repair obligations, continues uncured from and after the earlier of the Transfer Date or termination; the date Mortgagee or a receiver exercises rights to manage the Property under any assignment of leases and rents granted by Landlord; (ii2) subject to any offset, abatement claim or reduction counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord) unless the Tenant shall have provided the Mortgagee with (A) notice of rent because of any the applicable default of Landlord under this Master Lease occurring prior that gave rise to such saleoffset or defense, conveyance or termination; and (iiiB) the opportunity to cure the same, all in accordance with the terms of Section 4(b) below; (3) bound by any previous modification payment of rent or amendment other payments, made by Tenant to this Master Lease or any previous prepayment of landlord (including Landlord) for more than one month’s rent, unless such modification, amendment or prepayment shall have been approved (1) month in writing advance of the date when due under the Lease; (4) bound by such Facility Mortgagee (to the extent such approval was required at the time of such any amendment or modification or prepayment under of the Lease hereafter made, without the written consent of Mortgagee (if such consent is required pursuant to the terms of the applicable Facility Mortgage Security Documents) ); or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv5) liable for any security deposit that Tenant may have given to any previous landlord (including Landlord) which has not been transferred to New Owner. B. The provisions of this Agreement regarding attornment by Tenant shall be self-operative and effective without the necessity of execution of any new lease or other collateral deposited document on the part of any party hereto or delivered the respective heirs, legal representatives, successors or assigns of any such party. Tenant agrees, however, to Landlord pursuant execute and deliver upon the request of New Owner, any reasonable instrument or certificate which in the reasonable judgment of New Owner may be necessary or appropriate to this Master evidence such attornment, including a new lease of the Premises on the same terms and conditions as set forth in the Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorfor the unexpired term of the Lease.

Attornment. If Tenant shall attorn to Lender, to any receiver or similar official for the Demised Premises appointed at the instance and request, or with the consent, of Lender and to any person who acquires the Demised Premises, or the Landlord’s 's interest in the Leased Property Lease, or any portion thereof or interest therein is soldboth, conveyed or terminated upon the pursuant to Lender's exercise of any right, remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)privilege granted by the Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner law or superior lessor, as the case may bein equity. Without limitation, Tenant shall attorn to and recognize any person or entity that acquired the new owner Demised Premises pursuant to foreclosure of the Mortgage, or superior lessor as Tenant’s “landlord” by any proceeding or voluntary conveyance in lieu of such foreclosure, or from Lender, whether by sale, exchange or otherwise. Any attornment to anyone other than Lender shall be conditioned upon Tenant receiving a non-disturbance from such entity. Upon any attornment under this Master Paragraph 5, the Lease shall continue in full force and effect as a direct lease between Tenant and the person or enter into a new lease substantially in the form of this Master Lease with the new owner entity to whom Tenant attorns, except that such person or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor entity shall not be be: (i) liable for any breach, act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance or terminationlandlord; or (ii) subject to any offsetoffsets, abatement claims or reduction of rent because of defenses which Tenant might have against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; or (iii) bound by any previous modification rent or amendment additional rent or other payment in lieu of rent which Tenant might have paid to this Master any prior landlord more than 30 days in advance of its due date under the Lease or which such person or entity has physical possession of; or (iv) bound by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification of the Lease made without Lender's written consent, where such consent is required by the Mortgage; or (v) bound by any notice given by Tenant to Landlord, whether or prepayment under not such notice is given pursuant to the terms of the applicable Facility Mortgage DocumentsLease, unless a copy thereof was then also given to Lender; or (vi) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) be liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease sums held by any prior landlord, unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorreceived.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such exercise)events Tenant shall, upon demand by the owner of the Building or the land on which it is constructed, or otherwise by operation both, attorn to and recognize the transferee or purchaser of law: (a) at Landlord's interest or the request and option of lessor under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such person, as "Landlord," and Tenant, as "Tenant," except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person's succession to title for more than one month’s rent(1) month in advance. Tenant shall, unless such modification, amendment upon request by Landlord or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at transferee or purchaser of Landlord's interest or the time of such amendment or modification or prepayment lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section, provided any such instrument or other document is in form and content as would be customary in the industry and does not materially modify or amend the terms and conditions of this lease. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or us a result of the applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

Attornment. If Landlord’s interest in any Superior Lessor or Superior Mortgagee or the Leased Property nominee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise designee of any remedy provided for in any Facility Mortgage Documents (Superior Lessor or in lieu Superior Mortgagee shall succeed to the rights of such exercise)Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise by operation of law: (a) otherwise, then at the request and option of the new owner or superior lessor, as the case may besuch party so succeeding to Landlord’s rights (herein called “Successor Landlord”), Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” landlord under this Master Lease and shall promptly execute and deliver such instrument that such Successor Landlord may reasonably request to evidence such attornment provided such instrument complies with the provisions of Section 14.1. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease or enter into a new lease substantially in the form of this Master Lease with the new owner its nominee or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10designee) days after request; and (b) the new owner or superior lessor shall not be (i) liable in any way to Tenant for any act or omission omission, neglect or default on the part of Landlord under this Master Lease occurring or for any claim against Landlord arising prior to such salethe date on which the successor succeeded to Landlord’s interest, conveyance or termination; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (iii) subject to any offsetcounterclaim, abatement offset or reduction of rent because of any default of Landlord under this Master Lease occurring prior setoff which theretofore accrued to such saleTenant against Landlord, conveyance or termination; (iiiiv) bound by any previous modification or amendment of this Lease subsequent to this Master such Superior Lease or Mortgage, or by any previous prepayment of Base Rent for more than one (1) month’s rent, unless such modification, amendment or prepayment shall have been which was not approved in writing by such Facility the Superior Lessor or the Superior Mortgagee thereto, (v) liable to the extent Tenant beyond the Successor Landlord’s interest in the Premises and the rents, income, receipts, revenues, issues and profits issuing from such approval was required at Premises, (vi) responsible for the time performance of such any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant, (vii) bound by any amendment or modification of such Lease made without its written consent, or prepayment (viii) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor Landlord.

Attornment. If If, at any time prior to the Expiration Date, a Person succeeds to Landlord’s interest in the Leased Real Property by reason of a foreclosure under a Mortgage or by reason of the termination of a Superior Lease (any portion thereof or interest therein is soldsuch Person being referred to herein as the “Successor”), conveyed or terminated then Tenant, at the Successor’s election, shall attorn, from time to time, to the Successor, in either case upon the exercise then executory terms of any remedy provided this Lease, for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option remainder of the new owner or superior lessor, as Term. If the case may be, Tenant shall attorn Successor is not an Affiliate of the Person that constituted Landlord immediately prior to and recognize the new owner or superior lessor as Tenantsuch Successor’s “landlord” under this Master Lease or enter into a new lease substantially obtaining an interest in the form of this Master Lease with Premises, then the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor shall not be be: (iA) liable for any act or omission of Landlord under this Master Lease occurring any prior landlord (including, without limitation, the then defaulting landlord), except to the extent that (i) such saleact or omission continues after the date that the Successor succeeds to Landlord’s interest in the Real Property, conveyance or termination; and (ii) such act or omission of such prior landlord is of a nature that the Successor can cure by performing a service or making a repair, or (B) subject to any offsetdefenses or offsets that Tenant has against any prior landlord (including, abatement or reduction of rent because of without limitation, the then defaulting landlord) (except for any default of Landlord offsets expressly permitted under this Master Lease occurring prior to such saleLease), conveyance or termination; or (iiiC) bound by any previous modification or amendment payment of Rental that Tenant has made to this Master Lease or any previous prepayment of prior landlord (including, without limitation, the then defaulting landlord) more than one month’s rentthirty (30) days in advance of the date that such payment is due (other than the Rental that Tenant pays pursuant to Section 1.5(D) hereof), unless such modification, amendment or (D) bound by any obligation to make any payment to or prepayment shall have been approved in writing by such Facility Mortgagee (on behalf of Tenant to the extent that such approval was obligation accrues prior to the date that the Successor succeeds to Landlord’s interest in the Real Property, or (E) bound by any obligation to perform any work or to make improvements to the Premises, except for: (1) Landlord’s Work, (2) repairs and maintenance that Landlord is required at to perform pursuant to the time provisions of this Lease and that first become necessary, or the need for which continues, after the date that the Successor succeeds to Landlord’s interest in the Real Property, (3) repairs to the Premises that become necessary by reason of a fire or other casualty that occurs from and after the date that the Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 15 hereof, (4) repairs to the Premises or any part thereof that become necessary by reason of a fire or other casualty that occurs prior to the date that the Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 15 hereof, to the extent that the Successor can make such repairs from the net proceeds of Landlord’s Property Policy that are actually made available to the Successor (with the understanding, however, that if (i) a fire or other casualty occurs prior to the date that the Successor succeeds to Landlord’s interest in the Real Property, (ii) Landlord is required to repair the resulting damage to the Building pursuant to Article 15 hereof, and (iii) the Successor cannot make such repairs from such net proceeds, then Tenant shall have the right to terminate this Lease by giving notice thereof to the Successor within fifteen (15) days after the date that the Successor gives Tenant notice that the Successor does not intend to perform such repairs), (5) repairs to the Premises as a result of a partial condemnation that occurs from and after the date that the Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 16 hereof, and (6) repairs to the Premises as a result of a partial condemnation that occurs prior to the date that the Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 16 hereof, to the extent that the Successor can make such repairs from the net proceeds of any condemnation award made available to the Successor (with the understanding, however, that if (i) a partial condemnation occurs prior to the date that the Successor succeeds to Landlord’s interest in the Real Property, (ii) Landlord is required to make repairs to the Building pursuant to Article 16 hereof by reason of such partial condemnation, and (iii) the Successor cannot make such repairs from such net proceeds, then Tenant shall have the right to terminate this Lease by giving notice thereof to the Successor within fifteen (15) days after the date that the Successor gives Tenant notice that the Successor does not intend to perform such repairs), (F) bound by any amendment or modification of this Lease made without the consent of the Successor after the date that Tenant is given notice of the applicable Mortgage or prepayment under the applicable Superior Lease (as the case may be), or (G) bound to return the Letter of Credit until the Letter of Credit has come into the Successor’s actual possession and Tenant is entitled to the Letter of Credit pursuant to the terms of this Lease. The provisions of this Section 13.2 shall apply notwithstanding that, as a matter of law, this Lease terminates upon the applicable Facility Mortgage Documents) ortermination of any Superior Lease or the foreclosure of a Mortgage. No further instrument shall be required to give effect to Tenant’s attorning to a Successor as contemplated by this Section 13.2. Tenant, however, upon demand of any Successor, shall execute, from time to time, instruments, in a recordable form and in a form reasonably satisfactory to the case Successor, confirming the foregoing provisions of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSection 13.2.

Attornment. If the holder of any ground lease, mortgage, deed of trust or security described above (or its successor-in-interest), enforces its remedies provided by law or under the pertinent mortgage, deed of trust or security instrument and succeeds to Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldPremises, conveyed or terminated Tenant shall, upon the exercise request of any remedy provided for in any Facility Mortgage Documents (or in lieu person succeeding to the interest of such exercise)lender as result of such enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize as its landlord and become the new owner Tenant of said successor-in-interest without change in the terms or superior lessor as Tenant’s “landlord” under other provisions of this Master Lease or enter into a new lease substantially in without the form execution of this Master Lease with the new owner or superior lessorany further instrument by Tenant, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor provided, however, that said successor-in-interest shall not be (i) bound by any payment of rent for more than thirty (30) days in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease, (ii) liable for any act or omission of Landlord under this Master any previous landlord (including Landlord), provided that as Divco\Gateway/Tobira Lease occurring successor landlord it shall be obligated to cure any continuing default of the prior landlord of which it has received prior written notice and shall be liable for acts or omissions accruing or arising after such successor’s succession to such salethe position of landlord and commencement of control and management of the Property, conveyance or termination; (iiiii) subject to any offset, abatement defense, recoupment or reduction of rent because of any default of Landlord under this Master Lease occurring prior counterclaim that Tenant may have given to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rentlandlord (including Landlord), unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit that Tenant may have given to any previous landlord (including Landlord) that has not, as such, been transferred to said successor-in-interest. Within ten (10) days after receipt of request by said successor-in-interest, Tenant shall execute and deliver an instrument or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless instruments confirming such security deposit or other collateral has actually been delivered to attornment, including a non-disturbance, attornment and subordination agreement in a form reasonably required by any such new owner or superior lessorsuccessor-in-interest.

Attornment. If Landlord’s interest Each New Lease entered into from and after the date hereof shall provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by Lender of any remedy provided for in under this Agreement or the Security Instrument, the Tenant under such Lease shall, so long as Lender agrees not to disturb such Tenant’s right to occupancy, at the option of Lender or of any Facility Mortgage Documents (or in lieu other Person succeeding to the interest of Lender as a result of such exercise)enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for except as may be included in any Lease approved by Lender, any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from or continuing to occur from and after such succession to the extent of Lender’s, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor’s, conveyance interest in the Property), or termination; (iii) bound any credits, claims, setoffs or defenses which any Tenant may have against Borrower. Each such Tenant, upon the reasonable request by any previous modification Lender or amendment to this Master Lease such successor in interest, shall execute and deliver an instrument or any previous prepayment of more than one month’s rent, unless instruments confirming such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to attornment. Notwithstanding the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) orforegoing, in the case event Lender shall have entered into a separate Non-Disturbance Agreement directly with any such Tenant governing such Tenant’s obligation to attorn to Lender or such successor in interest as lessor, the terms and provisions of such prepayment, such prepayment agreement shall supersede the provisions of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage this Section 8.8.8 and the identity and address provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless Section 8.8.8 shall be deemed satisfied regardless of whether such security deposit or other collateral has actually been delivered to attornment language is contained in such new owner or superior lessorNew Lease.

Attornment. If Landlord’s In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage and/or deed of trust made by Landlord covering the Premises, or in the event Landlord sells, conveys or otherwise transfers its interest in the Leased Property Shopping Center and/or the Development or any portion thereof or interest therein is soldcontaining the Premises, conveyed or terminated upon this Lease shall remain in full force and effect and Tenant hereby automatically attorns to the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of new owner. Tenant covenants and agrees, at such exercise)new owners request, or otherwise by operation of law: (a) at to execute an instrument evidencing such attornment reasonably satisfactory to the request and option of new owner, recognizing the new owner or superior lessor, as the case may be, landlord under this Lease. Tenant shall attorn to and recognize the acknowledges that such new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be bound by (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one (1) month’s rent's Rent (except rental deposit but only to he extent received by said successor) or (ii) any material amendment of the Lease made after the later of the Commencement Date, or the date that such successor's lien or interest first arose, unless such modification, amendment or prepayment said successor shall have been approved in writing by such Facility Mortgagee (consented to the extent such approval was required at the time of such amendment or modification (iii) any claims, offsets or prepayment defenses of Tenant arising prior to such attornment, except for those specifically provided in the Lease. Payment by or performance of this Lease by any person, firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord's consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. At Tenant's request, the new owner shall acknowledge in writing that, subject to the provisions of this Section, Tenant's interest in the Premises and rights under this Lease shall not be disturbed so long as Tenant is not in default under the terms of this Lease beyond the applicable Facility Mortgage Documents) or, in the case of time permitted to cure such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessordefault.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (i) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (ii) enter into a new lease substantially New Lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions as this Lease, except that such successor landlord shall not in the form case of this Master Lease with the new owner clause (i) or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10ii) days after request; and (b) the new owner or superior lessor shall not be (iw) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iix) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiiy) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (ivz) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in the Leased Property Lessor of a Superior Lease or any portion thereof the Holder of a Superior Mortgage shall succeed to the rights of Landlord under this Lease, whether through possession or interest therein is soldforeclosure action or delivery of a new lease or deed, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) then at the request of such party so succeeding to Landlord’s rights or other person having or acquiring title by virtue of such foreclosure or termination (herein sometimes referred to as “Successor Landlord”) and option of the new owner or superior lessor, as the case may beupon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” landlord under this Master Lease or enter into and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a new direct lease substantially in between the form Successor Landlord and Tenant upon all of this Master Lease with the new owner or superior lessorterms, conditions, and Tenant shall take such actions to confirm the foregoing within ten covenants in this Lease, except as follows: (10) days after request; and (ba) the new owner or superior lessor Successor Landlord shall not be (i) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; Lease; (iib) the Successor Landlord shall not be subject to any offset, abatement or reduction of rent because of any default of offset (unless expressly provided for in this Lease) which shall have theretofore accrued to Tenant against Landlord; (c) the Successor Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) shall not be bound by any previous modification of this Lease, unless expressly provided for in this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s rentBase Rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility Mortgagee (the Lessor of the Superior Lease or the Holder of the Superior Mortgage through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) orthis Lease. Oyster Point Marina Plaza Office LeaseKashiwa Fudosan America, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.Inc. :: ESSA Pharmaceuticals Corp.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s 's interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “'s "landlord” " under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be be: (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent's Rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the Leased Property Premises, Tenant will, upon request, attorn to the person or any portion thereof or interest therein is sold, conveyed or terminated upon organization then holding title to the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option reversion of the new owner or superior lessorLeased Premises (the “Successor”) and to all subsequent Successors, as and shall pay to the case may beSuccessor all rents and other monies required to be paid by the Tenant hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained; provided, however, that Tenant shall not be so obligated to attorn unless, if Tenant shall so request in writing, such Successor will execute and deliver to Tenant an instrument wherein such Successor agrees that so long as Tenant performs all of the terms, covenants and recognize the new owner or superior lessor as conditions of this Lease, on Tenant’s “landlord” part to be performed, Tenant’s possession under this Master Lease or enter into a new lease substantially in the form provisions of this Master Lease with the new owner or superior lessorshall not be disturbed by such Successor. Tenant agrees that upon any such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor shall not be (ia) bound by any payment of the Basic Annual Rent or additional rent more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the consent of the holder of each mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of Landlord under this Master Lease occurring any prior to such salelandlord, conveyance or termination; (iid) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord; provided, abatement or reduction of rent because of any default of Landlord however, that after succeeding to Landlord’s interest under this Master Lease occurring prior Lease, such transferee shall agree to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved perform in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under accordance with the terms of this Lease all obligations of Landlord arising after the applicable Facility Mortgage Documentsdate of transfer. Within five (5) or, in days after the case request of such prepaymenttransferee, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in Tenant, for itself and its subtenants, agrees that (i) upon delivery to Landlord of the Leased Property written election of the beneficiary or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise beneficiaries of any remedy provided for in any Facility Mortgage Documents (mortgage or in lieu deed of trust encumbrance affecting the Premises which is superior to this Lease, that such exercise)encumbrance shall be deemed subordinate to this Lease, or otherwise by operation of law: (a) at this Lease shall, without the request and option necessity of any further consideration or action whatsoever, be deemed superior to such encumbrance, whether this Lease was executed before or after the new owner or superior lessorexecution of such encumbrance, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner beneficiary or superior lessor beneficiaries of such encumbrance shall not be have the same rights with respect to this Lease as if this Lease had been executed and delivered prior to execution and delivery of such encumbrance and had thereafter been assigned to such beneficiary or beneficiaries and (ib) liable for if, by reason of Landlord's default under any act encumbrance now or omission hereinafter affecting the Premises in any way, any or all of Landlord's right, title or interest in and to the Premises is terminated, Tenant (a) shall waive all rights at law or in equity now or hereafter in effect to terminate this Lease and surrender possession of the Premises, (b) shall attorn to the transferee, whether by foreclosure, judicial or trustees' sale, deed in lieu of foreclosure or otherwise, of any or all of Landlord's right, title or interest in or to the Premises, (c) shall recognize such transferee and its transferees as a Landlord under this Master Lease occurring prior Lease, and (d) shall execute and deliver to Landlord and to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepaymenttransferee and its transferees within 10 days after Landlord, such prepayment of rent has actually been delivered transferee or its transferees, provides Tenant with written notice to such new owner or superior lessor or in either casedo so, such modificationdocuments and take such further action as Landlord, amendment such transferee and its transferees may deem necessary or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; advisable to effect or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless maintain such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in Tenant, for itself and its subtenants, agrees that (i) upon delivery to Landlord of the Leased Property written election of the beneficiary or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise beneficiaries of any remedy provided for in any Facility Mortgage Documents (or in lieu of encumbrance affecting the Premises which is superior to this Lease, that such exercise)encumbrance shall be deemed subordinate to this Lease, or otherwise by operation of law: (a) at this Lease shall, without the request and option necessity of any further consideration or action whatsoever, be deemed superior to such encumbrance, whether this Lease was executed before or after the new owner or superior lessorexecution of such encumbrance, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner beneficiary or superior lessor beneficiaries of such encumbrance shall not be have the same rights with respect to this Lease as if this Lease had been executed and delivered prior to execution and delivery of such encumbrance and had thereafter been assigned to such beneficiary or beneficiaries and (iii) liable for if, by reason of Landlord's default under any act encumbrance now or omission hereafter affecting the Premises in any way, any or all of Landlord's interest in and to the Premises is terminated, Tenant (a) shall waive all rights at law or in equity now or hereafter in effect to terminate this Lease and surrender Possession of the Premises, (b) shall attorn to the transferee, whether by foreclosure, judicial or trustees' sale, deed in lieu of foreclosure or otherwise, of any or all of Landlord's interest in or to the Premises, (c) shall recognize such transferee and its transferees as the Landlord under this Master Lease occurring prior Lease, and (d) shall execute and deliver to Landlord and to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepaymenttransferee and its transferees within 10 days after Landlord, such prepayment of rent has actually been delivered transferee or its transferees, provides Tenant with written notice to such new owner or superior lessor or in either casedo so, such modificationdocuments and take such further action as Landlord, amendment such transferee and its transferees may deem necessary or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; advisable to effect or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless maintain such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) After notice is given by Lender that a default has occurred under the Mortgage and that the rentals and all other payments to be made by Tenant under the Lease should be paid to Lender, Tenant will pay to Lender, or in accordance with the directions of Lender, all rentals and other monies due and to become due to Landlord under the Lease or otherwise in respect to the Premises; such payments will be made regardless of any right of set-off, counterclaim or other defense which Tenant may have against Landlord, whether as tenant under the Lease or otherwise; and (b) In addition, if Lender (or its nominee or designee) shall succeed to the rights of Landlord under the Lease through possession or foreclosure action, delivery of a deed or otherwise, or another person purchases the Premises upon or following foreclosure of the Mortgage, then at the request of Lender (or its nominee or designee) or such purchaser (Lender, its nominees and option of the new owner or superior lessordesignees, as the case may beand such purchaser, each being a “Successor-Landlord”), Tenant shall attorn to and recognize the new owner or superior lessor Successor-Landlord as Tenant’s “landlord” landlord under this Master the Lease and shall promptly execute and deliver any instrument that Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment, the Lease shall continue in full force and effect as, or enter into as if it were, a new direct lease substantially between Successor-Landlord and Tenant upon all terms, conditions and covenants as are set forth in the form of this Master Lease with the new owner or superior lessorLease, and Tenant except that Successor-Landlord shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (not: i) be liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (the Lease; ii) be subject to any offsetoff-set, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior counterclaim which shall have previously accrued to such sale, conveyance or termination; (Tenant against Landlord; iii) be bound by any previous modification of the Lease (including any early termination of the Lease not provided for in the Lease) or amendment to this Master Lease or by any previous prepayment of rent or additional rent for more than one month’s rentmonth which Tenant might have paid to Landlord, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) Lender; or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or ( iv) be liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master under the Lease unless such security deposit or other collateral has actually been physically delivered to such new owner or superior lessorLender.

Attornment. If Landlord’s interest in Tenant agrees to attorn to and recognize as its landlord under the Leased Lease each party acquiring legal title to the Property by foreclosure (whether judicial or any portion thereof or interest therein is soldnonjudicial) of the Security Instrument, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in deed-in-lieu of such exercise)foreclosure, or other sale in connection with enforcement of the Security Instrument or otherwise by operation in satisfaction of lawthe Loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owner of the Property, Successor Owner shall perform all obligations of the landlord under the Lease arising from and after the date title to the Property is transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any default, act or omission of Landlord any prior landlord under this Master Lease occurring prior the Lease; except to the extent that such sale, conveyance or terminationdefault is continuing beyond all notice and cure periods at the time Successor Owner becomes the owner of the Property; (iib) subject to any offset, abatement offset or reduction of rent because of defense which Tenant may have against any default of Landlord prior landlord under this Master Lease occurring prior to such sale, conveyance or terminationthe Lease; (iiic) bound by any previous modification payment of rent or amendment additional rent made by Tenant to this Master Lease or any previous prepayment of Landlord more than one month’s rent30 days in advance, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (except to the extent that such approval was required at the time of such amendment or wums are actually transferred to Successor Owner; (d) bound by any modification or prepayment under supplement to the terms Lease, or waiver of the applicable Facility Mortgage Documents) orLease terms, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageemade without Lender’s written consent thereto; or (ive) liable for the return of any security deposit or other collateral deposited prepaid charge paid by Tenant under the Lease, except to the extent such amounts were actually received by Lender; (f) liable or delivered bound by any right of first refusal or option to Landlord purchase all or any portion of the Property; or (g) liable for construction or completion of any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising), other than with respect to the Landlord's obligations with respect to the initial buildout of the Premises as described in the Lease and the Workletter attached thereto. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Master Lease unless Agreement, such security deposit or other collateral has actually been delivered liability shall be limited to such new owner or superior lessorSuccessor Owner’s interest in the Property.

Attornment. If In the event of (a) a transfer of Landlord’s 's ---------- interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building and/or underlying land, or (c) the purchase of the Building or Landlord's interest therein is sold, conveyed at a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any mortgage or pursuant to a power of sale contained in any mortgage, then in any of such exercise)events, Tenant shall, at Landlord's request, attorn to and recognize the transferee or otherwise by operation purchaser of law: (a) at Landlord's interest or the request and option of landlord under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease or enter into a new lease substantially in for the form balance then remaining of this Master Lease with the new owner or superior lessorTerm, and Tenant thereafter this Lease shall take continue as a direct lease between such actions to confirm the foregoing within ten (10) days after request; person, as "Landlord", and (b) the new owner Tenant, as "Tenant", but such landlord, transferee or superior lessor purchaser, unless an express assumption is made in which case Landlord shall be released from liability, shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person's succession to title for more than one month’s rentmonth in advance. Tenant agrees that, unless such modificationwithin five (5) days after written request therefor from Landlord, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (it will, from time to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) ortime, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage execute and the identity and address of the Facility Mortgagee; or (iv) liable for deliver any security deposit instrument or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit document required by any mortgagee, transferee, purchaser or other collateral has actually been delivered interested person to confirm such new owner or superior lessorattornment and/or such obligation to attorn.